Delaware Supreme Court Holds that Business Judgment Review Will Apply to Going-Private Mergers Conditioned on Approval by Both a Special Committee and a Majority Vote of Minority Shareholders

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

Document:  Kahn v. M&F Worldwide Corp., No. 334, 2013 (Del. Mar. 14, 2014) The dispute in this case arose out of a 2011 acquisition of M&F Worldwide Corp. (“MFW”) by its controlling stockholder, MacAndrews & Forbes Holdings, Inc. (“MacAndrews”). MacAndrews...

Delaware courts may hold fiduciaries accountable for sums expended in pursuit of a self-serving deal, even if the deal is never consummated

by VeloCap Media | Feb 5, 2014 | Law Updates, LU14

Document: OTK Associates, LLC v. Friedman, C.A. No. 8447-VCL (Del. Ch. February 5, 2014) A minority shareholder alleged breaches of fiduciary duty by the controlling shareholder and a group of directors in connection with a transaction. Alternatively, the complaint...

American Capital Acquisition Partners, LLC v. LPL Holdings, Inc.

by VeloCap Media | Feb 3, 2014 | Law Updates, LU14

Document: C.A. No. 8490-VCG (Del. Ch. February 3, 2014) Parties to a contract should take care to negotiate specific provisions covering all areas of concern they may have in connection with a transaction because the Delaware courts have made it clear that the implied...

The common law of Delaware imposes no duties on directors of closely held corporations regarding a buyout of minority shareholders, so if minority shareholders wish to safeguard investments, they must negotiate for such terms in a shareholders’ agreement

by VeloCap Media | Jan 21, 2014 | Law Updates, LU14

Document: Blaustein v. Lord Baltimore Capital Corp., No. 272, 2013 (Del. January 21, 2014) A minority shareholder bought into a corporation upon the alleged oral promise of a director that she could sell her shares back to the corporation for full value after a...

With limited exceptions, the Delaware Court of Chancery will honor provisions of alternative entity agreements that contract away the default rules of statutes, so parties should take care that they understand all the implications of such agreements

by VeloCap Media | Dec 9, 2013 | Law Updates, LU13

Document: Huatuco v. Satellite Healthcare, Civil Action No. 8465-VCG (Del. Ch. Dec. 9, 2013) A member of a Delaware limited liability company (the “LLC”) filed a complaint seeking to judicially dissolve the LLC under the Delaware Limited Liability Company Act (the...

Directors of Delaware corporations should be aware that common stock must be issued pursuant to a properly executed written instrument or the Court of Chancery will treat the stock as void, even if this leads to an inequitable result

by VeloCap Media | Dec 2, 2013 | Law Updates, LU13

Document: Boris v. Schaheen, C.A. No. 8160-VCN (Del. Ch., December 2, 2013) The purported directors and majority stockholders of Corporations A and Corporation B signed written consents removing a third director from the board, after which they filed an action...