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9 Aug 2023, 10:26 am
Interestingly, this suit is also before Vice Chancellor Laster. [read post]
2 Aug 2023, 10:39 am
Class V Stockholders Litigation, July 31, 2023, Laster, T.).The case arose from the lengthy litigation over Michael Dell’s and Silver Lake Group LLC’s 2013 attempt to take Dell, Inc. private. [read post]
30 Jul 2023, 2:41 pm
Vice Chancellor Laster took that limited power principle a step further. [read post]
24 Jul 2023, 6:30 am
Vice Chancellor Laster found that: (i) Columbia’s CEO and CFO breached their fiduciary duties—by unreasonably favoring TransCanada in the sale process based in part on their personal desire to trigger their change-in-control benefits and then retire; and by failing to disclose to stockholders in the proxy statement their eagerness for a deal and their solicitude toward TransCanada in the sale process; (ii) Columbia’s directors breached their fiduciary duties—by… [read post]
24 Jul 2023, 6:30 am
Vice Chancellor Laster found that: (i) Columbia’s CEO and CFO breached their fiduciary duties—by unreasonably favoring TransCanada in the sale process based in part on their personal desire to trigger their change-in-control benefits and then retire; and by failing to disclose to stockholders in the proxy statement their eagerness for a deal and their solicitude toward TransCanada in the sale process; (ii) Columbia’s directors breached their fiduciary duties—by… [read post]
7 Jul 2023, 6:53 am
Today, I’m blogging about Vice Chancellor Laster’s post-trial decision in In re Columbia Pipeline Group Merger Litigation. [read post]
4 Jul 2023, 2:03 pm
In his April 26 opinion of 128-pages denying part of a defense motion to dismiss for failure to plead pre-suit demand, Vice Chancellor Travis Laster ruled that the business judgment rule does not shield Walmart fiduciaries from liability for decisions that “consciously condoned illegality” by pushing its pharmacies to increase opioid sales after agreeing with regulators to reign them in. [read post]
4 Jul 2023, 1:51 pm
Ann Lipton’s commentary on the case as well as her reference on Twitter to Vice Chancellor Laster’s very recent reference to the Coster decision and its impact on the standard of review in the context of a corporate election or a stockholder vote involving corporate control. [read post]
21 Jun 2023, 1:37 pm
The April 12 ruling Vice Chancellor Laster concluded that, ‘The court can only apply the defense of laches at the pleading stage if it is clear from the face of the complaint that the claims are time-barred. [read post]
16 Jun 2023, 3:15 am
This is neither here nor there, but the blog’s reference to VC Laster’s over-1,200-word footnote reminded me of Infinite Jest, the endnotes of which (fun fact!) [read post]
10 Jun 2023, 6:30 am
Travis Laster of the Delaware Court of Chancery recently issued a decision addressing whether a covenant not to sue set forth in a stockholders’ agreement is enforceable under Delaware law, with the result that a stockholder would be precluded from challenging a sale of the corporation. [1] Such covenants have become increasingly common among private companies, and the covenant in this case was based on a National Venture Capital Association form. [read post]
10 Jun 2023, 6:30 am
Travis Laster of the Delaware Court of Chancery recently issued a decision addressing whether a covenant not to sue set forth in a stockholders’ agreement is enforceable under Delaware law, with the result that a stockholder would be precluded from challenging a sale of the corporation. [1] Such covenants have become increasingly common among private companies, and the covenant in this case was based on a National Venture Capital Association form. [read post]
21 May 2023, 1:37 pm
The April 12 ruling Vice Chancellor Laster concluded that, ‘The court can only apply the defense of laches at the pleading stage if it is clear from the face of the complaint that the claims are time-barred. [read post]
14 May 2023, 6:01 am
Vice Chancellor Laster’s ruling is also discussed in a May 10, 2023, Associated Press article (here). [read post]
13 May 2023, 1:17 am
This week, VC Laster upheld Caremark claims against Facebook’s board in a telephonic ruling. [read post]
9 May 2023, 9:01 pm
There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies. [read post]
8 May 2023, 12:44 pm
Along with some other folks: The contractarian theory of the corporation envisions the firm as a nexus of explicit and implicit contracts.155 155 See, Stephen M. [read post]
8 May 2023, 3:00 am
.; 5/23), Vice Chancellor Laster found a stockholder covenant not to sue for breach of the duty of loyalty—in the context of a sale of the company that triggered the drag-along provision in a stockholders’ agreement—partially enforceable. [read post]
3 May 2023, 6:00 am
Travis Laster addressed an issue of first impression and found that the Statute can be used to serve process on a person who performs the duties of an officer regardless of the person's formal title or acceptance of the position. [read post]
28 Apr 2023, 5:26 am
Ch. 2016), VC Laster allowed a corporation to condition production of documents sought under Section 220 on the stipulation that if the plaintiff filed a lawsuit that relied on any of... [read post]
