Delaware Court of Chancery

As we mentioned in this post earlier this month, the Delaware Court of Chancery has issued its decision in the matter of In re Trados Incorporated Shareholder Litigation, C.A. No. 1512-VC (August 16, 2013), in which it addresses extensively a variety of issues that directors and investors will want to consider in similar circumstances.  In the opinion, by Vice Chancellor J. Travis Laster, the court found that although the preferred stockholders received all of the merger consideration in an end-stage transaction and the common stockholders received nothing, and although the Trados directors failed to demonstrate that they had followed a fair process, the transaction was still “entirely fair” to the common stockholders because the common stock had no monetary value before the merger.  You can read our detailed alert here by DLA Piper partners John J. Gilluly III and John Reed, which provides background for the case and includes additional detail regarding the four key takeaways from the opinion listed below.
Continue Reading Trados: Four Key Takeaways for Boards & Investors

Last week, the Delaware Court of Chancery issued an interesting opinion where it enjoined a party from prosecuting a proxy contest and proceeding with a hostile bid for its industry competitor as a remedy for breach of the parties’ NDA. This pretty extreme remedy was issued even though the parties did not enter into a standstill agreement. Courtesy of John Reed, a partner in DLA Piper’s Delaware office, below is a brief summary of the case and a few questions raised by this recent decision. The full text of the case is available here: Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. 7102-CS (Del. Ch. May 4, 2012).Continue Reading Turning an NDA into a standstill?

The Delaware Court of Chancery recently awarded $1.2 billiion in a matter alleging breach of the duty of loyalty by a controlling stockholder in a merger.  In a recent publication, our colleagues Robert W. Brownlie, John ReedCourtney Stewart, and Jennifer A. Lloyd, describe the case and suggest approaches to keep in mind in similar circumstances as follows:

The Delaware Court of Chancery, in the recent decision In re Southern Peru Copper Corp. Shareholder Derivative Litigation, 30 A.3d 60, (Del. Ch. 2011), has awarded US$1.2
Continue Reading M&A: Delaware Duty of Loyalty Case – $1.2B in Damages