Earn-Out Payments in Merger Agreements and the Implied Covenant

by VeloCap Media | Nov 10, 2011 | Law Updates, LU11

Document: Winshall v. Viacom Int’l, Inc., C.A. No. 6074-CS (Del. Ch. Nov. 10, 2011) The Delaware Court of Chancery rejected plaintiff’s argument that both the seller and the acquirer of a business possessed an affirmative duty under the implied covenant of good faith...

Court Orders Controller to Pay $1.263B in Damages for Unfair Transaction

by VeloCap Media | Oct 14, 2011 | Law Updates, LU11

Document: In re Southern Peru Copper Corp. Shareholders Deriv. Litig, C.A. No. 961-CS (Del. Ch. Oct. 14, 2011) In a post-trial decision, involving the acquisition by a publicly-traded, controlled corporation, Southern Peru Copper Corporation (“Southern Peru”), of its...

Chancery Court Addresses Appraisal Rights in Cash/Stock Election Merger

by VeloCap Media | Oct 13, 2011 | Law Updates, LU11

Document: Krieger v. Wesco Financial Corp., C.A. No. 6176-VCL (Del. Ch. Oct. 13, 2011) The Delaware Court of Chancery held that appraisal rights were not available in a stock/cash election merger because no stockholder was required to accept cash.  In February 2011,...

Chancery Court Dismisses Action Challenging Goldman Sachs Compensation Practices

by VeloCap Media | Oct 12, 2011 | Law Updates, LU11

Document: In re Goldman Sachs Grp., Inc. S’holder Litig., C.A. No. 5215-VCG (Del. Ch. Oct. 12, 2011) The Court of Chancery held that plaintiffs had failed to plead sufficient particularized facts to establish that making a demand on the board of directors of Goldman...

Chancery Court Expedites Disclosure Claim Arising from a Merger Transaction

by VeloCap Media | Oct 6, 2011 | Law Updates, LU11

Document: Gaines v. Narachi, et al., C.A. No. 6784-VCN (Del. Ch. Oct. 6, 2011) The Court of Chancery granted the plaintiff’s motion to expedite a claim (following reargument) alleging that the defendant directors breached their fiduciary duty of disclosure by not...

Chancery Court Approves Post Omnicare Written Consent Practice

by VeloCap Media | Sep 30, 2011 | Law Updates, LU11

Document: In re OPENLANE, Inc. S’holders Litig., C.A. No.  6849-VCN (Del. Ch. Sept. 30, 2011) The Court of Chancery found that plaintiffs did not have a reasonable likelihood of succeeding on the merits of their claims that a board breached its fiduciary duties by...