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Features

Delaware Corporate Law and Chancery Review Image

Delaware Corporate Law and Chancery Review

Francis G. X. Pileggi

<b><I>Key Decisions from DE's Supreme Court and Court of Chancery</I></b><p>A few recent decisions from the Delaware Court of Chancery provide practical guidance for corporate executives regarding the standard of review that the courts will apply to challenges to executive compensation decisions.

Features

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction Image

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

Lewis H. Lazarus

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages post-closing. In light of the Delaware courts' jurisprudence post-<i>Corwin</i>, such claims are unlikely to succeed

Features

General Personal Jurisdiction in Aviation Cases After <i>Daimler</i> Image

General Personal Jurisdiction in Aviation Cases After <i>Daimler</i>

Steven R. Pounian & Justin T. Green

<I>Daimler's</I> impact is seen in a growing number of decisions where courts have dismissed actions because they found that the corporate defendants' business connections to the jurisdictions were not sufficient to justify general jurisdiction.

Features

DE Chancery Court Strikes Down Fee-Shifting Bylaw Image

DE Chancery Court Strikes Down Fee-Shifting Bylaw

Gary W. Lipkin, Alexandra Rogin & Justin M. Forcier

In <i>Solak v. Sarowitz</i>, the Delaware Court of Chancery held that a corporate bylaw ran afoul of 8 Del. C. Section 109(b), as recently amended, where it purported to shift attorney fees and expenses to an unsuccessful stockholder that filed an internal corporate claim outside of the state of Delaware.

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MOST POPULAR STORIES

  • Risks of “Baseball Arbitration” in Resolving Real Estate Disputes
    “Baseball arbitration” refers to the process used in Major League Baseball in which if an eligible player's representative and the club ownership cannot reach a compensation agreement through negotiation, each party enters a final submission and during a formal hearing each side — player and management — presents its case and then the designated panel of arbitrators chooses one of the salary bids with no other result being allowed. This method has become increasingly popular even beyond the sport of baseball.
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  • Private Equity Valuation: A Significant Decision
    Insiders (and others) in the private equity business are accustomed to seeing a good deal of discussion ' academic and trade ' on the question of the appropriate methods of valuing private equity positions and securities which are otherwise illiquid. An interesting recent decision in the Southern District has been brought to our attention. The case is <i>In Re Allied Capital Corp.</i>, CCH Fed. SEC L. Rep. 92411 (US DC, S.D.N.Y., Apr. 25, 2003). Judge Lynch's decision is well written, the Judge reviewing a motion to dismiss by a business development company, Allied Capital, against a strike suit claiming that Allied's method of valuing its portfolio failed adequately to account for i) conditions at the companies themselves and ii) market conditions. The complaint appears to be, as is often the case, slap dash, content to point out that Allied revalued some of its positions, marking them down for a variety of reasons, and the stock price went down - all this, in the view of plaintiff's counsel, amounting to violations of Rule 10b-5.
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