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.
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.
Another Good Reason Not to Oppose a Motion to Amend a Pleading in the Delaware Court of Chancery
For good reason, it is unusual for a party in litigation in the Delaware Court of Chancery to oppose a motion to amend a complaint or other pleading.
Delaware Court of Chancery Places Biological and Non-Biological Persons on the Same Footing Regarding Trial Testimony
Where one party to a lawsuit is a business entity or other organization, the other party to the lawsuit may take the organization’s pre-trial deposition testimony on specified topics by questioning a witness designated by the organization.
Delaware Court of Chancery Dismisses Case After Trial for Lack of Personal Jurisdiction; No Contract Where “Essential” Schedule Was Left Blank
When a defendant contests a court’s personal jurisdiction, the defendant may file a motion to dismiss the action under Rule 12(b)(2) of the Federal Rules of Civil Procedure or its state-court analog.
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.