November 2013

State of Delaware Launches Corporate Law Website

The State of Delaware has launched corplaw.delaware.gov, a website dedicated to educating the public about Delaware's corporate law and ass

Tag: 

By: 

Chancery Court Declines to Order Specific Performance of Apollo’s Buyout of Cooper Tire & Rubber Co. or Find Breach of “Reasonable Best Efforts” to Close Covenant

In Cooper Tire & Rubber Company v. Apollo (Mauritius) Holdings Pvt. Ltd, C.A. No. 8980-VCG (Del. Ch. Nov.

Tag: 

By: 

The Case of the Duelling "Notwithstanding" Clauses

Lawyers drafting contracts (including operating agreements for LLCs and other business entities) often use "notwithstanding anything to the contrary" clauses to lend preclusive effect to a particular section.  For example, an agreement might contain a provision that "notwithstanding anything to the contrary in this agreement, any Member may engage in other business without the permission of the Company or the other Members."

Tag: 

By: 

Chancery Court Relies Exclusively on Merger Price in Determining Appraisal Value

After concluding that neither party had presented a reasonable valuation alternative method, the Court of Chancery used the merger price to determine “fair value” in a recent statutory appraisal proceeding where the sales process leading up to the merger had been judicially challenged, reviewed a

Tag: 

By: 

Pages