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Latest Delaware Law News

Kirkland & Ellis: Custom (Go-)Shopping

June 18, 2013 Koehler v. NetSpend: Revlon Duties Likely Breached in Single-Bidder Sale

Paul Hastings: Delaware Court of Chancery Applies Business Judgment Rule Standard of Review to Controlling Stockholder Going Private Merger

June 18, 2013 In re MFW Shareholders Litigation: Going-Private Merger gets Business Judgment Rule

Akin Gump: Recent Delaware Court of Chancery Decisions Address Revlon Duties in Single-Bidder Sale-of-Control Transactions

June 18, 2013 Koehler v. NetSpend: Revlon Duties Likely Breached in Single-Bidder Sale

Changes to Delaware General Corporation Law (DGCL): Director Indemnification, Proxy Access, etc.

Skadden: 2012 Amendments to the Delaware General Corporation Law

Pepper Hamilton: 2011 Amendments to Delaware General Corporation Law

Pepper Hamilton: 2010 Amendments to the Delaware General Corporation Law

Delaware's New Arbitration of Business Disputes Rules

Milbank: Delaware Court Arbitration Proceedings Declared Unconstitutional

Pepper Hamilton: Federal Court Bars Arbitrations by Delaware Court of Chancery Judges

Foley & Lardner: Delaware Arbitration Procedure Ruled Unconstitutional

Top-Up Options in Two-Step Merger

Chadbourne & Parke: In Olson v. ev3, the Delaware Chancery Court Revisits Top-Up Options and Critiques the Appraisal Dilution Theory

Bingham: Delaware Provides Guidance on Tender Offer Top-up Options — Court Underscores Importance of Compliance With Statutory Requirements

Chadbourne & Parke: Top-Up Options

In re Smurfit-Stone Container Corp: Delaware Court on Revlon Duties in Mixed Consideration Merger

Morrison Foerster: Delaware Chancery Court Provides New Data Point for Application of Revlon Standard to Mixed Stock and Cash Mergers

Blank Rome: Chancery: 'Revlon' Duties Likely Apply to Mixed-Consideration Mergers

Milbank: Delaware Court Discusses Applicability of Revlon Standard to 50% Cash/50% Stock Merger

Meso Scale Diagnostics: Reverse Triangular Mergers & "Assignment by Operation of Law"

Edwards Wildman: Delaware Chancery Court Rules that a Reverse Triangular Merger Does Not Trigger Consent Requirement Under Non-Assignment Provision

Paul Hastings: Delaware Chancery Court Rules that a Reverse Triangular Merger Does Not Constitute an "Assignment by Operation of Law"

Arnold & Porter: Delaware Decision Should Clarify Novation Requirements

Del Monte: Boards Can Learn From Enjoined Buyout & Deal Provisions

Kaye Scholer: Lessons for Boards of Directors from In Re Del Monte Foods Company Shareholder Litigation

Morrison Foerster: The Del Monte Decision: Court Finds Likely Breach of Fiduciary Duties by Board Arising from Actions by Financial Advisor; Postpones Merger Vote and Enjoins Deal Protections

Foley & Lardner: Investment Banker Conflicts Attract Greater Judicial Scrutiny

Delaware Court Okays Barnes & Noble Rights Plan

Jones Day: Barnes & Noble Defends Poison Pill Adopted in Context of Proxy Contest in Yucaipa

Mayer Brown: Delaware Courts Decide the Validity of Two Poison Pills

Milbank: Delaware Court of Chancery Upholds Rights Plan Adopted in Response to Open Market Stock Accumulation Program [Yucaipa American Alliance Fund II, L.P. v. Riggio]

Selectica & the "NOL" Poison Pill

Jackson Walker: Delaware Supreme Court Upholds NOL Stockholder Rights Plan

Milbank: Delaware Supreme Court Upholds Validity of “NOL” Rights Plan

Morrison Foerster: Delaware Supreme Court Upholds NOL Poison Pill

CML V LLC v Bax: Creditors of Insolvent Delaware LLCs Cannot Sue Management

Greenberg Traurig: Creditors of a Delaware LLC Do Not Have Standing to Sue Derivatively and Must Rely on Contractual Remedies

Bingham: Separate and Unequal — Delaware Decision in CML V, LLC v. Bax Holds LLC Creditors Have No Standing to Bring Derivative Actions During Insolvency

Fulbright & Jaworski: Creditors of Bankrupt LLCs Lack Standing to Sue Derivatively in Delaware

In re Premier Intl Holdings: Delaware Bankruptcy Weighs in on Rule 2019 Disclosure

Schulte Roth & Zabel: Delaware Bankruptcy Court Decisions Highlight Split on Rule 2019 Disclosure [In re Premier International Holdings, Inc & In re Accuride Corporation]

Schulte Roth & Zabel: Delaware Bankruptcy Court Decisions Highlight Split on Rule 2019 Disclosure [In re Premier International Holdings, Inc & In re Accuride Corporation]

Debevoise & Plimpton: One More Decision from the Delaware Bankruptcy Court Concerning Bankruptcy Rule 2019 [Accuride]

Washington Mutual (WaMu) Chapter 11 Proceeding

Winston & Strawn: Bankruptcy Court Denies Confirmation of WaMu’s Plan of Reorganization

Shearman & Sterling: Risks for Claims Traders Who Have Access to Confidential Information: Lessons from the Recent Washington Mutual Decision

Sullivan & Cromwell: Washington Mutual Decision Reinforces Applicability of Insider Trading Laws to Participation in Bankruptcy Negotiations

Semcrude & Triangular Setoffs in Bankruptcy

Cadwalader: U.S. District Court Affirms Delaware Bankruptcy Court Decision in SemCrude Prohibiting Triangular Setoff

Haynes and Boone: Recent Decision Affects Setoff Under Netting Agreements

Bingham: Is Contractual Triangular Setoff Permitted Under the Bankruptcy Code for Derivative Transactions?