Search for: "State of Delaware v. Haley." Results 1 - 13 of 13
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19 Jul 2020, 9:25 pm by Steve Bainbridge
From JDSupra: City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and... [[ This is a content summary only. [read post]
12 Jul 2020, 5:40 pm by Francis Pileggi
July 25, 2019) The majority of the en banc court said at the motion-to-dismiss stage, the undisclosed prospect of a post-merger CEO job with a five-fold pay increase for Towers’ lead negotiator would have been a conflict-of-interest concern if revealed to his board – especially since Haley subsequently supported a minimum price increase , Justice Karen Valihura, writing for the majority, said the high court’s standard for a duty of candor charge, stated in… [read post]
26 Sep 2022, 3:49 am by Peter Mahler
Coincidentally or not, a string of the earliest, major Chancery Court decisions construing § 802 involved 50/50 deadlock cases (Haley v Talcott [2004], Silver Leaf [2005], Fisk Ventures [2009], Lola Cars [2009], Vila v BVWebTies [2010]). [read post]
26 Mar 2010, 1:04 pm by Francis G.X. Pileggi
Noble supplemented his bench ruling with respect to two cases: Haley v. [read post]
23 Jan 2023, 4:48 am by Peter Mahler
In all those cases, going back as least as far as former Vice Chancellor (and later Chancellor) Strine’s 2004 opinion in Haley v Talcott, the Chancery Court has expressly incorporated by analogy into its construction of § 18-802 of the Delaware LLC Act, authorizing judicial dissolution of LLCs, the doctrine of corporate deadlock established for 50/50 close corporations under Delaware General Corporation Law § 273. [read post]
2 Jun 2023, 12:02 am
These actions, which asserted federal-securities-law claims and Delaware-state-law claims, respectively, both stemmed from allegations that Haley negotiated the Merger Agreement under an undisclosed conflict of interest: Haley would receive a compensation package worth up to $165 million if the deal closed. [read post]
1 Mar 2010, 3:00 am by Peter A. Mahler
VC Noble's February 22 supplemental letter ruling offers further case law analysis, focusing on a pair of VC Strine opinions in Haley v. [read post]