Delaware Supreme Court Affirms Dismissal of Wal-Mart Case

The Court found that the Arkansas plaintiffs’ representation of the corporation’s stockholders was not “grossly deficient” despite their failure to make a demand for inspection of corporate books and records under Section 220 of the Delaware General Corporation Law.

Director Compensation Amounts Must Be Approved by Stockholders to Avoid Entire-Fairness Review: Delaware Supreme Court Rejects “Meaningful Limits” Standard

The corporation, Investors Bancorp, Inc., was a publicly held bank holding company. The complaint asserted derivative claims against the corporation’s ten non-employee directors and two executive directors.

Stock Reclassification that Perpetuated Majority Stockholder’s Control Approved by Delaware Court of Chancery

Founders and majority stockholders who wish to raise capital by issuing additional stock may want to do so without relinquishing majority voting power, even after they no longer hold a majority of the corporation’s shares.

Delaware Court of Chancery Slams Plaintiffs’ Firm for Using “Ostensible” Stockholder Plaintiff in Books and Records Action

The Delaware Court of Chancery has held, apparently for the first time, that the requisite “proper purpose” in a books and records action must be the stockholder’s own purpose and not one devised by the stockholder’s lawyers.

Plaintiff who Alleged that Corporation “Illegally Committed” Patients to Mental-Health Facilities Can’t Cherry-Pick Documents

The Court found that the plaintiff in UHS had failed to distinguish the previous cases in which the Court had approved incorporation conditions.

Directors May Not Knowingly Allow a Corporation to Violate the Law

The Delaware Court of Chancery has found that corporate directors breach their duty of good faith if they knowingly allow their corporation to violate positive law, for profit or otherwise.

A Colorable Claim of Privilege Triggers a Duty to Alert Opposing Counsel of Inadvertently Produced Documents

Every litigation attorney has reviewed documents produced by adverse parties in discovery, and many of us have had the experience of finding an attorney-client privileged document that was inadvertently produced by the other side.

Synergies Made the Difference in Clearwire Stockholders’ $70 Million Loss on Appraisal Bid in the Delaware Court of Chancery

Without exaggeration, Skadden Arps, which represented the merger target, Clearwire, and the buyer, Sprint, called it “the biggest appraisal defense victory ever” and “the most dramatic downward departure from a deal price in the court’s history.”

Fake Merger Litigation Is Down, But Real Merger Litigation Is Up in the Delaware Court of Chancery

Although filings of merger litigation in the Delaware Court of Chancery are down, at least four of the five judges on the Court have indicated that the Court is busier than ever, with more merger cases being scheduled for trial.