Delaware Corporate Law Bulletins Category
Delaware Supreme Court Once Again Reverses Dismissal of Fiduciary Breach Claims Brought Against Target Company Directors
Oct. 10, 2018—Robert S. Reder | 72 Vand. L. Rev. En Banc 71 | Morrison v. Berry | Delaware Supreme Court Once Again Reverses Dismissal of Fiduciary Breach Claims Brought Against Target Company Directors | PDF Download Link | Corwin defense defeated due to tendering stockholders not being “fully informed” as to founder’s side deal with winning bidder.
Chancery Court Determines That 22.1% Stockholder Controls Corporation, Rendering Corwin Inapplicable
Sep. 20, 2018—Robert S. Reder | 72 Vand. L. Rev. En Banc 61 | Tesla Motors, Inc. Stockholder Litigation | Chancery Court Determines That 22.1% Stockholder Controls Corporation, Rendering Corwin Inapplicable | PDF Download Link | Determines on a “close call” that minority blockholder exhibited sufficient indicia of control to create “inherent coercion”
Chancery Court Finds Corwin Applicable to Merger Transaction Negotiated with 33.5% Stockholder
Sep. 10, 2018—Robert S. Reder | 72 Vand. L. Rev. En Banc 51 | In Re Rouse Properties, Inc. | Chancery Court Finds Corwin Applicable to Merger Transaction Negotiated with 33.5% Stockholder || Chancery Court Determines that large “minority blockholder” did not exhibit sufficient indicia of control to defeat application of Corwin. PDF Download Link
Chancery Court Holds that Defendant Directors’ Failure to Disclose Material Facts Defeated Application of Corwin, but Nevertheless Dismisses Claims Against Directors Due to Plaintiff’s Failure to Adequately Plead Directorial Breach of Their Duty of Loyalty
Aug. 16, 2018—Robert S. Reder & Elizabeth F. Shore | 72 Vand. L. Rev. En Banc 41 | Van Der Fluit v. Yates | Chancery Court Holds that Defendant Directors’ Failure to Disclose Material Facts Defeated Application of Corwin, but Nevertheless Dismisses Claims Against Directors Due to Plaintiff’s Failure to Adequately Plead Directorial Breach of Their Duty...
Delaware Supreme Court Clarifies Pleading Standard in Post-Closing Damages Action Alleging Breach of “Revlon Duties”
Jul. 31, 2018—Robert S. Reder & Victoria L. Romvary | 72 Vand. L. Rev. En Banc 29 | Kahn v. Stern | Delaware Supreme Court Clarifies Pleading Standard in Post-Closing Damages Action Alleging Breach of “Revlon Duties” | PDF Download Link | But affirms Chancery Court finding that “side deals” for corporate insiders in connection with a...
Chancery Court Again Grants Early Dismissal of Litigation Challenging Control Stockholder-Led Buyout
Jul. 31, 2018—Robert S. Reder | 72 Vand. L. Rev. En Banc 11 | Synutra | Chancery Court Again Grants Early Dismissal of Litigation Challenging Control Stockholder-Led Buyout | PDF Download Link | Chancery Court determines buyout followed “M&F Framework” even though initial offer failed to condition transaction on board committee and disinterested stockholder approval.
Delaware Supreme Court Bars Buyer From Using Narrowly-“Cabined” Working Capital Adjustment To Attack Seller’s Alleged Non-Compliance With GAAP
Jul. 29, 2018—Robert S. Reder & William Pugh | 72 Vand. L. Rev. En Banc 19 | Chicago Bridge v. Westinghouse | Delaware Supreme Court Bars Buyer From Using Narrowly-“Cabined” Working Capital Adjustment To Attack Seller’s Alleged Non- Compliance With GAAP | PDF Download Link | When sellers and buyers successfully negotiate the terms for the sale...
Chancery Court Declines to Apply Corwin to Forclose a Books and Records Inspection Under DGCL Section 220
Jul. 8, 2018—Robert S. Reder & Dylan M. Keegan | 72 Vand. L. Rev. En Banc 1 | Lavin v. West Corp. | Chancery Court Declines to Apply Corwin to Foreclose a Books and Records Inspection Under DGCL §220 | Download Link | Determines, as a matter of law, that Corwin should not preclude a stockholder’s “use...
Delaware Court Summons Corwin to Dismiss Breach of Fiduciary Duty Claim Grounded in Allegations of Director Self-Interest in Connection with Merger
Apr. 4, 2018—Delaware-Court-Summons-Corwin-to-Dismiss-Breach-of-Fiduciary-Duty-Claim-Grounded-in-Allegations-of-Director-Self-Interest-in-Connection-with-Merger AUTHOR Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City since his retirement as a partner in April 2011. Miron Klimkowski Vanderbilt University Law School, JD Candidate, May 2018.
Delaware Court Determines Corwin Not Available to “Cleanse” Alleged Director Misconduct Due to “Structurally Coercive” Stockholder Vote
Apr. 4, 2018—Delaward-Court-Determines-Corwin-Not-Available-to-Cleanse-Alleged-Director-Misconduct-Due-to-Structurally-Coercive-Stockholder-Vote ABSTRACT Stockholder vote structured as a choice between accepting unrelated transactions benefiting a large stockholder or forgoing beneficial M&A transactions judged “structurally coercive” AUTHOR Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New...
Delaware Supreme Court Reverses Dismissal of Fiduciary Breach Claims Against Target Company Directors
Apr. 4, 2018—Delaware-Supreme-Court-Reverses-Dismissal-of-Fiduciary-Breach-Claims-Against-Target-Company-Directors ABSTRACT Determines that Corwin did not warrant early dismissal because tendering stockholders were not “fully informed” of the reasons underlying Board Chairman’s abstention AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New...
Delaware Supreme Court Refuses to Establish a Presumption Favoring Deal Price in Statutory Appraisal Proceedings
Feb. 19, 2018—Delaware-Supreme-Court-Refuses-to-Establish-a-Presumption-Favoring-Deal-Price-in-Statutory-Appraisal-Proceedings AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City since his retirement as a partner in April 2011. Blake C. Woodward Vanderbilt University Law School, JD Candidate, May 2018; B.A.,...
Delaware Court Refuses to Enjoin Buyer From Terminating Merger Agreement Due to Failure of Closing Condition
Feb. 19, 2018—Delaware-Court-Refuses-to-Enjoin-Buyer-From-Terminating-Merger-Agreement-Due-to-Failure-of-Closing-Condition AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City since his retirement as a partner in April 2011. Nicole A. Dressler J.D./M.S. Finance Candidate at Vanderbilt University, will be starting...
Delaware Court Refuses to Dismiss a “Material Adverse Effect” Claim Brought by an Unhappy Buyer
Feb. 7, 2018—Delaware Court Refuses to Dismiss a Material Adverse Effect Claim Brought by an Unhappy Buyer AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City since his retirement as a partner in...
Delaware Court Rejects Claim that Directors Acted in Bad Faith By Selling Company Facing Activist Threat
Feb. 7, 2018—Delaware Court Rejects Claim that Directors Acted in Bad Faith By Selling Company Facing Activist Threat ABSTRACT Reaffirms high bar for proving that directors acted in conscious disregard of their obligations AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank,...
Delaware Court Refuses to Dismiss Common Stockholder’s Challenge to Redemption of Preferred Stock Owned by Controlling Stockholder
Sep. 18, 2017—Delaware-Court-Refuses-to-Dismiss-Common-Stockholders-Challenge-to-Redemption-of-Preferred-Stock-Owned-by-Controlling-Stockholder1 ABSTRACT Fiduciary standard of conduct requires board to maximize long-term value of common stock when exercising discretion in connection with contract rights of preferred stockholders AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley...