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.
Berger Harris partner Lisa Stark has been published in Business Law Today, a publication of the American Bar Association.
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
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
Berger Harris partner and Business Law Basics co-author Brian Gottesman was interviewed by Tibor Dani of Family BusinessCast on the issue of operating agreements/governing instruments for closely-held (particularly family-owned) businesses.
At New York Business Divorce, Peter Mahler (who has graciously linked to Business Law Basics in his blogroll) identifies 10 classic blunders in business divorce cases.
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):