Last summer, the Delaware Court of Chancery upheld the use of a rights plan by Barnes & Noble to fend off a takeover bid by Yucaipa, a private equity fund. Later in the year, the Delaware Supreme Court affirmed the Court of Chancery's ruling in Versata Enterprises, Inc. Trilogy, Inc. Selectica, Inc. Background. to 3.3%. Conclusion. MORE >>

In expressing these views, the OSC is following a long line of decisions of the leading US corporate court (Delaware Chancery) in emphasizing the need for a special committee of disinterested directors to exercise leadership, and to have documented evidence to prove that it is doing so. intellectual property, tax, commercial litigation,?climate MORE >>

Original Title: Elimination of Fiduciary Duties of Delaware LLC Controlling Members and Managers Must be Clearly Stated. Treating LLCs as complete creatures of contract, the Delaware Limited Liability Company Act ("LLC Act") [1] provides wide latitude for members and managers of LLCs to contractually limit or eliminate fiduciary duties. MORE >>

Kirkland & Ellis has a 100-year history of providing exceptional service to clients around the world in complex corporate and tax restructuring, litigation, and intellectual property, and technology matters. By Daniel E. Wolf and David Fox of Kirkland & Ellis LLP Introduction. Sound off on this buzz in the Comments Section. Daniel E. MORE >>

recent Delaware Chancery Court decision, In re CNX Gas Corporation Shareholders Litigation , has raised substantial doubts as to the applicable standard of judicial review for freeze-out transactions where a "controlling" parent seeks to acquire the shares held by the public minority. By Daniel E. Wolf, David Fox, and Thomas W. Daniel E. MORE >>