Public v. Private Auctions: Determining Which Option Maximizes Company Value in an LLC Dissolution Procedure

by VeloCap Media | Apr 25, 2014 | Law Updates, LU14

In Re Interstate General Media Holdings, LLC., C.A. No. 9221-VCP (Del. Ch. Apr. 25, 2014) In this case, the Delaware Court of Chancery was asked to decide the best method of effectuating the dissolution and liquidation of a deadlocked LLC.  Although the parties could...

A Board Need Not Obtain a Fairness Opinion When Effectuating a Merger to Comply with the Duty of Loyalty

by VeloCap Media | Apr 16, 2014 | Law Updates, LU14

Houseman v. Sagerman, No. 8897-VCG (Del. Ch. Apr. 16, 2014) This case involved a suit brought by two shareholders of Universata, Inc., a Delaware corporation.  In 2009, the Plaintiffs sold their business to Universata for approximately $9 million, to be paid over a...

The Court of Chancery Analyzes Application of the “Sham Doctrine”

by VeloCap Media | Apr 10, 2014 | Law Updates, LU14

Document:  In re TPC Group Inc. Shareholders Litigation, C.A. No. 7865-VCN (Del. Ch. Apr. 10, 2014) In this Letter Opinion, the Delaware Court of Chancery analyzed a merger agreement in which Defendant Seller agreed to sell all of its outstanding common stock for $40...

The Enhanced Scrutiny Standard: Searching for Improper Director Motive

by VeloCap Media | Apr 8, 2014 | Law Updates, LU14

  Document: Chen, et al. v. Robert Howard-Anderson, et al., C.A. No. 5878-VCL (Del. Ch. Apr. 08, 2014) The dispute in this case arose from a 2011 merger between Occam Networks, Inc. (“Occam”) and Calix, Inc. (“Calix”), in which all Occam shareholders received a...

Merely Being Presented with a Problem that Could Eventually Lead to Litigation is Not the Equivalent of Being “Threatened” with Legal Action

by VeloCap Media | Mar 27, 2014 | Law Updates, LU14

Document:  I/MX Information Management Solutions, Inc. v. MultiPlan, Inc., et al., C.A. No. 7786-VCP (Del. Ch. Mar. 27, 2014)  The issue in this case focused on the interpretation of an indemnification provision in a Stock Purchase Agreement (the “SPA”) between...

A Corporate Board Need Not Give Advance Notice of Specific Agenda Items to be Addressed at a Regularly Scheduled Board Meeting Unless Provided for in Bylaws

by VeloCap Media | Mar 14, 2014 | Law Updates, LU14

Document:  Klaassen v. Allegro Dev. Corp., No. 583, 2013 (Del. Mar. 14, 2014) In this case, the founder and CEO (“Klaassen”) of a Delaware corporation claimed that the company’s Board of Directors improperly removed him from his position after the company fell short...