Tag: Corporate Counseling

Delaware Litigation 2017: Assessing Trends at Year-End

Litigation in Delaware in 2017 has somewhat turned on its head the long-held expectation that “every public deal draws a lawsuit” but “private company stockholders rarely sue.” Early indications that public company deal litigation would decrease in Delaware courts have proven to be accurate through 2017. Yet the Delaware Court of Chancery has been busier than ever — so much that Chief... Continue Reading

Benefits of Independent and Delaware Perspectives on Board Self-Evaluations

Board self-evaluations are conducted by companies listed on the New York Stock Exchange and with increasing frequency by boards of other public and private companies. Feedback from director surveys and commentators suggests that, although directors are generally satisfied with the performance of their boards, a lack of independence has proved to be a meaningful hindrance to effective board... Continue Reading

2017 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes

In its last session, the Delaware Legislature passed a number of amendments to the Delaware General Corporation Law (the ‘‘DGCL’’) and the Delaware ‘‘alternative entity’’ statutes—the Delaware Limited Liability Company Act (the ‘‘DLLCA’’), the Delaware Revised Uniform Limited Partnership Act (‘‘DRULPA’’) and the Delaware Revised Uniform Partnership Act... Continue Reading

Delaware Courts Affirm Guidance for Directors in Distressed Situations

The Delaware Supreme Court and the Court of Chancery recently issued guidance for directors navigating the complex fiduciary issues that arise around insolvency. That guidance, outlined in a series of decisions in Quadrant Structured Products Co., Ltd. v. Vertin, should give directors a measure of comfort in understanding the who, what, when, and how of fulfilling fiduciary duties in these... Continue Reading

Practical Considerations for Single-Bidder Processes in Public M&A

Whether a public company should engage in a “single-bidder” process is one of the most difficult questions a target public company’s board of directors must consider during the early stages of a transaction. In the right circumstances, a single-bidder process can result in an expedient transaction that maximizes stockholder value while minimizing the risks associated with putting a... Continue Reading

Limits on Informational Rights of Directors with Interests Adverse to the Company

In three orders issued on the same day, Vice Chancellor Travis Laster of the Delaware Court of Chancery addressed an exception to directors’ virtually unfettered informational rights.  In a discovery dispute in In re Oxbow Carbon LLC Unitholder Litigation, Oxbow Carbon LLC (Oxbow Carbon or the Company) asserted attorney-client privilege against four current and former Oxbow Carbon directors... Continue Reading

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