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En Banc

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 ABSTRACT Also determines that plaintiffs failed to adequately allege that atarget company board breached its duty of loyalty or acted in bad faith 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...

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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...

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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...

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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.,...

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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...

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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...

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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,...

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Legal Jurisdiction and the Deterritorialization of Data

Feb. 2, 2018—Legal Jurisdiction and the Deterritorialization of Data Response to Jennifer Daskal, Borders and Bits, 71 Vand. L. Rev. 179 (2018). AUTHOR Paul Schiff Berman Walter S. Cox Professor of Law, The George Washington University Law School.

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Commodified Promises and Contract Theory

Jan. 26, 2018—Commodified Promises and Contract Response to Erik Encarnacion, Contract as Commodified Promise, 71 Vand. L. Rev. 61 (2018). AUTHOR Brian H. Bix Frederick W. Thomas Professor of Law and Philosophy, University of Minnesota.  

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Ambiguities and Agency Cases: Reflections After (Almost) Ten Years on the Bench

Dec. 20, 2017—Ambiguities and Agency Cases AUTHOR Honorable Raymond M. Kethledge Judge, United States Court of Appeals, Sixth Circuit

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Neutral Principles and Political Power: A Response to Reverse Political Process Theory

Nov. 5, 2017—Neutral-Principles-and-Political-Power1 Response to Aaron Tang, Reverse Political Process Theory, 70 Vand. L. Rev. 1427 (2017). AUTHOR Matthew A. Seligman Climenko Fellow and Lecturer on Law, Harvard Law School.  

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Lost in Transplantation: The Supreme Court’s Post-Prudence Jurisprudence

Oct. 18, 2017—Lost in Transplantation The Supreme Court’s Post-Prudence Jurisprudence Response to Fred Smith, Undemocratic Restraint, 70 Vand. L. Rev. 845 (2017). AUTHOR Adam N. Steinman University Research Professor of Law, University of Alabama School of Law.  

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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...

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Delaware Court Enjoins Stockholder Vote Pending Corrective Disclosures

Aug. 31, 2017—Delaware Court Enjoins Stockholder Vote Pending Corrective Disclosures ABSTRACT Requires a “complete picture of the facts in one place” before allowing acquiring company stockholder meeting to proceed 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,...

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Delaware Court Grants Pleading-Stage Dismissal of Litigation Challenging Control Stockholder-Led Buyout

Aug. 31, 2017—Delaware Court Grants Pleading-Stage Dismissal of Litigation Challenging Control Stockholder-Led Buyout ABSTRACT Because buyout followed “M&F Framework,” court not troubled by existence of higher third-party offer that was rejected by control stockholders AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a...

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Delaware Chancellor Again Invokes Corwin in Granting Directors’ Motion to Dismiss Breach of Fiduciary Duty Claim

Aug. 31, 2017—Delaware-Chancellor-Again-Invokes-Corwin-In-Granting-Directors-Motion-to-Dismiss1 ABSTRACT Discusses potential application of Corwin in the context of allegedly unreasonable deal protections included in merger agreement 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 & McCloy LLP in New York City...

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