In several recent decisions, the Delaware Court of Chancery addressed a number of issues relating to mergers and acquisitions and debt and equity financings. In In re Orchard Enterprises, Inc.
Harvard Law School's Forum on Corporate Governance and Financial Regulation has published a revised version of "Top Ten 2013 Delaware Corporate and Commercial De
Eugene Volokh reports on a recent decision that addressed the propriety of a judge presiding over a case in which one of the attorneys is his or her Facebook "friend."
Delaware Law Weekly is reporting that the Honorable Leo Strine has been confirmed by the Delaware General Assembly as the next Chief Justice of the
UPDATED 1/8/14 at 3:09 PM: Governor Markell's office confirms that Chancellor Strine has been nominated for the position of Chief Justice of th
In Aibar Huatuco, M.D. v. Satellite Healthcare, CA No. 8465-VCG (Del. Ch. Dec.
In Boris v. Schaheen, C.A. No. 8160-VCN (Del. Ch. Dec.
In The Ravenswood Investment Company, L.P. v. Winmill, C.A. No. 3730 (Del. Ch. Nov. 27, 2013), the Delaware Court of Chancery declined to grant summary judgment in favor of plaintiff on its claim that a corporation’s issuance of stock options was invalid for failure to obtain approval of the stock option plan by the corporation’s stockholders in a manner that complied with DGCL requirements regarding the dating of stockholder consents. More specifically, plaintiff argued, based on Section 228(c) of the DGCL and the Chancery Court’s decision in H-M Wexford LLC v. Encorp, Inc., 832 A.2d 129 (Del. Ch. 2003), that the stockholder consent which approved the plan was invalid because it was not individually dated by the stockholder, but rather bore a pre-printed, “as of” date. Section 228(c) of the DGCL reads: “every written consent shall bear the date of signature of each stockholder … who signs the consent….” In H-M Wexford v. Encorp, Inc., the Delaware Court of Chancery declined to dismiss a claim that stockholder consents were invalid where multiple stockholders executed consents all containing a pre-printed “as of” date. The Court’s ruling in H-M Wexford v. Encorp, Inc. appeared to be based on a strict construction of Section 228(c):
Delaware Law Weekly has an interview with the Delaware Supreme Court's former Chief Justice Myron Steele, who retired from the bench last month.
The Fraser Institute has issued its 2013 report on economic freedom in North America. Very interesting methodology and some surprising (and not-so-surprising) results.