LU14 Archives - Page 3 of 3 - The Delaware Counsel Group, LLC ("DCG")

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...

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...

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