by EHabbart | Nov 12, 2018 | Law Updates, LU18
In Cumming v. Edens, C.A. No. 13007-VCS, the Court of Chancery found that when the majority of the Board was not disinterested or independent, the transaction was subject to the entire fairness standard of review. This does not change simply because there has been...
by EHabbart | Nov 12, 2018 | Law Updates, LU18
In Appel v. Berkman, No. 316, 2017 , a stockholder alleged the Board breached their fiduciary duty when they failed to disclose why a director abstained from a vote to approve a tender offer. The Chancery Court dismissed the challenge and the Supreme Court reversed....
by EHabbart | Feb 2, 2018 | Law Updates, LU18
The Court in LSVC Holdings, LLC v. Vestcom Parent Holdings, Inc., C.A. No. 8424-VCMR, rejected the buyer’s interpretation of a provision in a stock purchase agreement that would have ignored seller’s rejection of such terms contained in drafts of the agreement. In...
by EHabbart | Feb 2, 2018 | Law Updates, LU18
The Court in AIU Insurance Co., et.al. v. Philips Electronics North America Corp., et al., C.A. No. 9852-VCS reminds us that if a provision in an agreement has two or more meanings, it is ambiguous and the Court will decide its meaning. At issue was the meaning of the...
by EHabbart | Feb 2, 2018 | Law Updates, LU18
In Pierre Schroeder, et al. v. Philippe Buhannic, et al., C.A. No. 2017-0746-JTL, the Court was asked to consider the validity of a shareholder consent that removed a CEO and appointed a new CEO and Chairman of the Board. Although there was a provision in a...
by The Delaware Counsel Group | Sep 20, 2017 | Law Updates, LU17
In SRL Mondani, LLC v. Mondani Spa Resort, Ltd., the Superior Court addressed competing forum-selection clauses found in multiple agreements made in connection with a loan facility. The defendants filed a motion to dismiss arguing that one agreement, which mandated...
