Delaware

What’s fair enough is fair: Entire fairness decisions show M&A perfection not required

Delaware Business Court Insider

Several recent decisions of the Delaware Court of Chancery—and the state Supreme Court’s response to them—have signaled that for corporate defendants, the threat of having the entire fairness standard applied doesn’t mean all hope is lost when defending a transaction challenged by shareholders.

In a little less than 18 months, two Chancery cases have followed a similar path: entire fairness applied in a case where a party had connections to companies on both sides of a deal. The case survived the motion to dismiss stage and went to trial. The court found that neither the conflicted party’s involvement in the negotiation process nor the price the acquiring corporation ultimately agreed to pay made for a deal unfair enough to overturn. And as of this summer, the Supreme Court agreed.

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‘An astounding admission’: Risk of Murdoch testimony, High threshold for Dominion said to spur settlement

Delaware Law Weekly

Trial attorneys said Wednesday that the $787.5 million settlement between Dominion and Fox was likely motivated more by odds that stacked up in Dominion’s favor over time than any last-minute development.

The settlement was reached Tuesday afternoon, after a jury had been selected in the Delaware Superior Court case. The staggering settlement amount, attorneys who have been following the case say, signals Fox in particular was trying to avoid a trial, possibly because of what might come out when Fox News leadership and hosts took the stand.

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Evidence against Fox News in Del. case may support strongest-ever argument for actual malice

Delaware Law Weekly

Less than two weeks out from trial, those following Dominion Voting Systems’ defamation case generally agree: the odds of avoiding a finding of actual malice aren’t looking good for Fox News.

Whether or not Fox News executives acted with actual malice is the main issue a jury is expected to address in the case, with Superior Court Judge Eric M. Davis already settling the question of falsity in Dominion’s favor in an opinion. 

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FTX attorneys’ billing far outpaces hourly rates seen in 2008 mega bankruptcies

Delaware Business Court Insider

Attorneys and consultants involved in the FTX bankruptcy have asked the District of Delaware bankruptcy court to approve billed hours and expenses totaling just under $37 million for the first six weeks of Chapter 11 proceedings.

Those proposed fee applications, the last of which was filed Feb. 27, cover both the FTX debtor entities and the committee representing creditors, with the largest segment by far being the $25.1 million billed by FTX lead counsel Sullivan & Cromwell across two filings. Those fees haven’t been approved or denied and could end up differing from the amount attorneys actually are paid.

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Delaware bar leaders: Admission changes remove obstacles, maintain high standards

Delaware Law Weekly

Attorneys are expressing hope that a series of changes to Delaware’s bar exam and admission process will remove unnecessary obstacles to practicing law in the state while keeping intact the high admission standards it’s known for.

Lowering the exam cut score by two points, offering the exam twice a year and cutting back the essay section and its possible topics significantly are overall positive, leaders in Delaware’s legal education community said, but they may be the first of many changes in a more dramatic overhaul of the country’s most exclusive bar.

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Shareholder tensions rise as corporations consider limiting officer liability

Delaware Business Court Insider

Delaware corporations and their shareholders have over the last few weeks begun navigating the recently enacted law allowing them to limit corporate officers’ liability, with the first vote approving the change closely followed by the first lawsuit on the issue.

The law, which went into effect Aug. 1, is thought by some to be in effect little more than a formality, extending officers the same exculpations board members have had for years in Delaware, but others are concerned by the impact on options shareholders would have when making breach of duty of care claims.

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The ‘longest,’ ‘most emotional’ experience: Attorneys mark final plan approval in Boy Scouts case

Delaware Law Weekly

More than two and a half years after the Boy Scouts of America first filed for bankruptcy in the District of Delaware, attorneys for tens of thousands of sexual abuse survivors are celebrating the court’s approval of a final Chapter 11 plan.

Judge Laurie Selber Silverstein’s final approval last week means a trust of more than $2.4 billion in settlement funds obtained to date can start to be distributed to the more than 82,000 abuse claimants, though there’s no set timetable for when that process will be complete.

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‘Mindbogglingly expansive’: Twitter blasts Musk’s discovery demands as parties blame each other in scheduling row

Delaware Business Court Insider

Twitter and Elon Musk indicated this week they’re at a standstill in scheduling dates for their broken deal trial, asking Chancellor Kathaleen McCormick to weigh in.

The Musk team claimed in a letter sent Tuesday that Twitter is intentionally holding up discovery in an effort to give Musk as little time as possible to analyze the data he’s requested, and Twitter fired back in a motion filed the next day that Musk has made setting dates impossible by making unreasonable requests and refusing to make any concessions to the other side.

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Delaware DOJ’s public corruption trial success rate signals case against state auditor will be tough

Delaware Law Weekly

Delaware Auditor Kathy McGuiness is heading to trial this week, facing five corruption-related criminal charges.

If the Department of Justice’s recent track record on public official conviction is any indication, a full acquittal isn’t out of the question, but it’s also not unlikely McGuiness will be convicted of at least one charge.

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Web3 litigation is a regulatory waiting game in Delaware

Delaware Business Court Insider, Delaware Law Weekly

Web3 has raised countless questions about corporate entity structures and securities regulations, but attorneys specializing in the area don’t foresee most of them being answered in a Delaware court, at least not immediately.

That doesn’t mean those interested in Delaware corporate law shouldn’t pay attention to how those questions are resolved in other courts or by regulatory changes, with some cases involving decentralized autonomous organizations likely to show up in the Court of Chancery at some point.

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