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2 Oct 2023, 9:01 pm by renholding
  This was actually something that VC Laster just recently articulated: In one hypothetical scenario, the lawyers say: “Although there is some room for doubt and hence some risk that our regulator may disagree, we believe the company is complying with its legal obligations and will remain in compliance if you make the business decision to pursue this project. [read post]
18 Sep 2023, 6:17 pm by Francis Pileggi
” Vice Chancellor Laster said that inference of bad faith was enough, for the purposes of the dismissal motion, to find that pre-suit demand is satisfied under Rule 23.1 because a majority of the defendants’ actions are not the type of breach of duty that can be exculpated. [read post]
18 Sep 2023, 8:56 am
Travis Laster concluding that disparate voting rights based on the identity of the holders is permitted by the Delaware General Corporation Law. [read post]
11 Sep 2023, 5:19 am by Unknown
., September 7, 2023, Laster, J.).Delaware Chancery Court opinions are well-known for their detailed factual set ups, but this SPAC case was especially convoluted, and the court used 51 of 72 pages in its opinion to describe the numerous corporate and political intrigues that it said ultimately counseled against awarding specific performance.The case involved a merger agreement that explicitly allowed specific performance. [read post]
8 Sep 2023, 3:00 am by John Jenkins
.; 9/23), Vice Chancellor Laster denied a SPAC buyer’s motion for a decree of specific performance compelling the target to use its reasonable best efforts to close a proposed deSPAC transaction. [read post]
4 Sep 2023, 5:44 am by Kevin LaCroix
Every year after Labor Day, I take a step back to survey the most important current trends and developments in the world of Directors’ and Officers’ liability and insurance. [read post]
25 Aug 2023, 4:00 am by Jim Sedor
National/Federal Democratic Group Plans $10 Million Push to Protect Election Officials DNyuz – Nick Corasaniti (New York Times) | Published: 8/17/2023 A group that works to elect Democrats as the top election officials in states around the country is planning a $10 million venture to pay for private security for election officials of both parties, register new voters, and try to combat disinformation. [read post]
2 Aug 2023, 10:39 am by Unknown
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]
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 by Ann Lipton
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 by Francis Pileggi
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 by Francis Pileggi
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 by Francis Pileggi
  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 by Meredith Ervine
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]