Tags » Delaware General Corporation Law

Directors' Revlon Duties

In the summer during my youth my favorite TV shows went on “vacation” and in their place reruns of prior episodes were broadcast. While it was never explicitly stated, presumably this was because the actors, writers and directors wanted (a) a vacation; (b) to assure loyal viewers that the program had not been cancelled, but would return in the fall; (c) maintain interest in the program; and / or (d) give viewers an opportunity to view an episode they missed when it was originally broadcast (this was after all well before DVRs and the Internet). 2,164 more words

Kevin Cramer

The Art of Implementing a Two-Tiered Rights Plan: Sotheby's Poison Pill May Show the Way for Directors of Delaware Companies to Address Concerns Over Creeping Control by Activist Investors

This past Friday evening, May 3rd, Vice Chancellor Parsons of the Delaware Court of Chancery denied a motion by activist investor Third Point and other investors to enjoin Sotheby’s May 6th annual meeting based on a challenge to a shareholder rights plan adopted by the Sotheby board that set different thresholds for triggering dilution based on whether an investor was an activist or passive investor. 6,327 more words

Kevin Cramer

Delaware Court Rules that Pre-Merger Attorney-Client Communications Pass to the Buyer in a Merger

By: Joseph Martinez

In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLP, the Delaware Court of Chancery held that the pre-merger attorney-client privilege of a corporation which is acquired in a merger transaction governed by Delaware law passes to the surviving corporation. 321 more words

Mergers