EAP&D Corporate Law And Litigation Bulletin Addresses Recent Statutory And Caselaw Developments In Delaware Corporate Law

The Fall 2007 Edition of the EAP&D Corporate Law and Litigation Bulletin has recently been released and is available here.  The Bulletin contains discussion of the following developments:

Delaware Court of Chancery Suggests a Reformulation of The Standard of Review in M&A Cases Where Director Action Implicates Stockholder Voting Issues

Delaware Court of Chancery Denies Rule 23.1 Motion to Dismiss Stock Option Backdating Complaint, but Grants Dismissal for Lack of Standing 

Delaware Court of Chancery Construes Charter to Approve Vote and Consummation of Merger Where Polls Were Closed Due to Misinformation From Transfer Agent and Later Re-Opened to Allow Management to Purchase More Stock That Was Then Voted in Favor of Merger
 

Delaware Court of Chancery Dismisses Derivative Complaint Alleging Stock Option Manipulation

Delaware Court of Chancery Finds Fraud and Breach of Contract and Awards Damages to Acquirer Because Seller Fraudulently Misrepresented Historic Cash Flow
 
Delaware Supreme Court Rules That Creditors of a Delaware Corporation Cannot Bring Direct Claims Against Directors for Breach of Fiduciary Duty – But Questions Remain
 

Delaware Court of Chancery Holds That Beneficial Holder of Stock Purchased After Record Date Can Seek Appraisal if Record Holder Possessed and Perfected Appraisal Rights Pursuant to Section 262 of the Delaware General Corporation Law
 

Go-Shop Provisions: The Delaware Court of Chancery Offers Guidance on Directors’ Revlon Duties 

Inadequate Disclosure of Bankers’ Contingent Fee Arrangement and Failure to Characterize “Special Dividend” as Merger Consideration Subject to Appraisal Rights Resulted in Preliminary Injunction of Stockholder Vote 

Delaware Court of Chancery Tackles Issue of First Impression and Rules That Stock Option Backdating Violates a Director’s Fiduciary Duty of Loyalty 

Delaware Speaks on Timing of Stock Option Grants and Refuses to Dismiss Derivative Complaint Alleging “Spring Loading” 

2007 Amendments to the Delaware General Corporation Law