Morgan v. Cash, C.A. No. 5053-VCS (Del. Ch. July 16, 2010)

by VeloCap Media | Jul 16, 2011 | Law Updates, LU11

Document: Morgan v. Cash, C.A. No. 5053-VCS (Del. Ch. July 16, 2010) Morgan, a former common shareholder of Voyence, Inc., filed a claim against EMC Corporation, the acquirer of Voyence, for aiding and abetting alleged breaches of fiduciary duties by the former...

Potential derivative claims of stockholders plaintiffs do not in and of themselves produce grounds for enjoining a merger

by VeloCap Media | May 31, 2011 | Law Updates, LU11

Document: In re Massey Energy Company Derivative and Class Action Litigation, C.A. No. 5430-VCS (Del. Ch. May 31, 2011) Shareholder plaintiffs sought to enjoin the merger of Massey Energy Company (“Massey”) and Alpha Natural Resources Inc. (“Alpha’), contending that...

Vice chancellor rules that Revlon duties attach to 50/50 cash and stock merger deal

by VeloCap Media | May 24, 2011 | Law Updates, LU11

Document: In re Smurfit-Stone Container Corp. S’Holder Litig., C.A. No. 6164-VCP (Del. Ch. May 20, 2011, revised May 24, 2011) The Court of Chancery held that the Revlon standard applies when a merger consideration is split evenly between cash and stock, but...

Chancery Court says no advisory opinion absent a litigable controversy

by VeloCap Media | May 19, 2011 | Law Updates, LU11

Document: In re Native American Energy Group, Inc., C.A. No. 6358-VCL (Del. Ch. May 19, 2011) The Court of Chancery denied a petition from Native American Energy Group, Inc. for a declaration to cure a flaw in its capital structure, stating that the court lacked...

If you want access to corporate records, you’d better be a shareholder (and it doesn’t hurt to know applicable statutes of limitations and the status of any related legal settlements)!

by VeloCap Media | May 16, 2011 | Law Updates, LU11

Document: Graulich v. Dell Inc., C.A. No. 5846-CC (Del.Ch. May 16, 2011) The Court of Chancery entered a judgment on the pleadings in favor of defendant Dell Inc., after determining that the plaintiff had failed to state a proper purpose for a books and records action...

Fair price plus fair process still the law in Delaware mergers

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

Document: In re Orchid Cellmark Inc. S’holder Litig., C.A. No. 6373-VCN (Del.Ch. May 12, 2011) The Court of Chancery declined to preliminarily enjoin a merger transaction that plaintiffs claimed was “the result of a flawed and inadequate process” and involved...