new court cases

CSX/ TCI Decision Webcast

August 12, 2008 17:55

(Editor’s Note: For earlier Blog posts on the CSX/ TCI decision, see here and here.) I am posting the audio recording of the recent webcast in which a number of my colleagues analyzed the consequences of the court’s decision in the CSX case which held that two hedge fund investors had...

Delaware Enforces a Fiduciary Opt Out in a Publicly Held Firm

August 05, 2008 18:58

Last month I discussed the emerging importance of what I call “uncorporate” governance – that is governance characteristic of partnership-type firms – for large, publicly held firms. As elaborated in my Uncorporating the Large Firm, a critical aspect of these firms is that they substitute...

Delaware Bankruptcy Court Expounds on Directors’ Duties in Financially Distressed Situations

July 24, 2008 18:13

(This post is based on a memorandum issued by Mr Olson’s firm, Gibson, Dunn & Crutcher LLP.) The United States Bankruptcy Court for the District of Delaware recently issued a memorandum opinion in which it refused to dismiss breach of fiduciary duty claims against corporate directors who...

Delaware Supreme Court Issues Opinion on Shareholder-adopted Bylaws

July 18, 2008 17:44

The Delaware Supreme Court has issued its opinion in the AFSCME/CA matter. The opinion is available here. We have earlier posted on this important case here, here, and here. We have received communications from several of our guest contributors. Ted Mirvis of Wachtell, Lipton, Rosen & Katz...

Delaware Supreme Court Case on Shareholder-adopted bylaws: Today’s oral argument

July 09, 2008 23:32

(Editor’s note: This post summarizes today’s oral argument in Delaware. For previous posts on the Blog about the case, and for the parties’ briefs, see here and here.) AFSCME Employees Pension Plan submitted a shareholder proposal for inclusion in CA’s proxy materials for...