The recent decision of In re Appraisal of AOL Inc., C.A. No. 11204-VCG (Del. Ch. Feb. 23, 2018) constitutes yet another Delaware Court of Chancery appraisal decision in which fair value of the corporation fell below the deal price of
Delaware Chancery Law Blog
Corporate and Commercial Practice in the Delaware Court of Chancery
The Delaware Chancery Law Blog, published by Fox Rothschild LLP, focuses on legal developments and court decisions from the Delaware Court of Chancery. It covers topics such as stockholder rights and inspection demands under Section 220, fiduciary duties and oversight obligations of corporate directors and officers, stockholder agreements and their enforceability, corporate governance disputes, and procedural issues in Delaware corporate litigation. The blog also discusses legislative proposals affecting Delaware corporate law and provides analysis of significant rulings impacting stockholder agreements and corporate board authority. It serves as a resource for understanding Delaware corporate law principles and recent judicial trends in the Court of Chancery.
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Chancery Grants Section 220 Books and Records Demand
In the recent decision of In re UnitedHealth Group, Inc. Section 220 Litig., C.A. No. 2017-0681-TMR (Del. Ch. Feb. 28, 2018), the Court of Chancery granted plaintiff’s Section 220 demand. The Court found that allegations raised in a complaint…
Implied Covenant of Good Faith and Fair Dealing Claim Dismissed by Chancery
The implied covenant of good faith and fair dealing was recently addressed by Vice Chancellor Glasscock in the decision of Miller v. HCP & Co., C.A. No. 2017-0291-SG (Del. Ch. Feb. 1, 2018). The implied covenant applies only when one party…
Chancery Approves Sale of TransPerfect Global, Inc.
The Delaware Court of Chancery recently approved a plan to sell TransPerfect Global, Inc. (“TransPerfect” or the “Company”) to co-owner Philip Shawe. In the Court’s most recent opinion issued earlier on February 15, 2018, In re TransPerfect Global, Inc., C.A. No. 9700-CB…
Conspiracy Theory of Personal Jurisdiction Analyzed by Chancery
In the recent decision of Reid v. Siniscalchi, C.A. No. 2874-VCS (Del. Ch. Jan. 30, 2018), the Court of Chancery analyzed the “conspiracy theory” of personal jurisdiction.
According to the Court:
Under the conspiracy theory of personal jurisdiction, the…
Dell Appraisal Decision Overturned – Deal Price Given Substantial Weight
In a long awaited and highly anticipated ruling, the Delaware Supreme Court overturned the Court of Chancery’s decision in the Dell appraisal action, Dell v. Magnetar Global Event Driven Master Fund, No. 565, 2016 (Del. Supr. Dec. 14, 2017).
By…
Caremark Claims Analyzed by Delaware Court of Chancery
In the recent decision of Oklahoma Firefighters Pension & Retirement System v. Corbett, C.A. No. 12151-VCG (Del. Ch. Dec. 18, 2017), the Delaware Court of Chancery provided a scholarly review of Caremark claims. In sum, the decision stands for the proposition that…
Supreme Court Upholds Dismissal of Caremark Claim
In the recent opinion by the Delaware Supreme Court of Chancery in City of Birmingham Retirement and Relief System v. Good, No. 16, 2017 (Del. Supr. Dec. 15, 2017), the High Court held that stockholder plaintiffs failed to adequately…
Chancery Enforces Oral Agreement to Expand Board in Section 225 Action
In the recent decision of Sarissa Capital Domestic Fund LP v. Innoviva, Inc., C.A. No. 2017-0309-JRS (Del. Ch. Dec. 8, 2017), a disputed oral settlement agreement was specifically enforced by the Delaware Court of Chancery in a proxy contest between…
Chancery Denies Request for Injunctive Relief Regarding State Contract Award
The recent opinion of Protech Solutions, Inc. v. The Delaware Department of Health and Human Services, C.A. No. 2017-0642-TMR (Del. Ch. Nov. 30, 2017) sets forth a helpful roadmap in terms of the Court’s determination of whether to uphold a…