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Delaware Chancery Court Upholds Majority Stockholder Lock-up
In Orman v. Cullman, 2004 WL 2348395 (Del.Ch.), the Delaware Chancery Court's first decision interpreting the Delaware Supreme Court's controversial 2003 Omnicare decision (Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. 2003)), the court upheld an 18-month lock-up agreement required by a buyer from a controlling stockholder. Noting that the public stockholders had retained full authority to veto the transaction, the board had negotiated an effective fiduciary out, and any interested third party was free to purchase the publicly owned shares of the target, the Chancery Court dismissed plaintiff's breach of fiduciary duty claim on summary judgment and ruled that the lock-up did not “impermissibly coerce” the public shareholders to approve the merger.
The Chancery Court's decision in Orman v. Cullman reaffirms that even under the Unocal standard of enhanced judicial scrutiny regarding merger defenses, voting agreements are not per se malevolent — and rejects the notion that being in a voting minority “automatically means that a shareholder is coerced.” This article reviews some of the events leading up to the Orman v. Cullman decision, examines how the decision differs from the Omnicare decision, and looks at some of the implications of the decision for future transactions.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?