A&O Shearman | M&A and Corporate Governance Litigation Blog | Home

M&A and Corporate Governance Litigation

Filters

Recent Posts

Delaware Supreme Court Affirms That Unreasonable Restrictive Covenants Are Not Enforceable, Regardless Of The Remedy Sought
Delaware Supreme Court Holds Restrictive Covenants Still Enforceable After Stock Unit Consideration Forfeited
Delaware Supreme Court Affirms That Bump-Up Exclusion In D&O Insurance Does Not Apply To Securities Claims Arising Out Of An M&A Transaction

Delaware Court Of Chancery Holds That Business Judgment Rule Applies When Informed Majority Of Stockholders Tenders Shares In A Two-Step Merger

07/11/2016

On June 30, 2016, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed a breach of fiduciary duty action brought by former shareholders of Volcano Corporation against the company’s board of directors and financial advisor. In re Volcano Corp. Stockholder Litig., No. CV 10485-VCMR, 2016 WL 3583704 (Del. Ch. June 30, 2016). The Court held that because a fully informed majority of stockholders had tendered their shares during the first step of a two-step merger, the business judgment rule applied to the board’s decision to approve the merger.

Read more

Categories: Disclosures, Fiduciary Duties, Standard of Review