While Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173,184 (Del. 1986) places paramount importance on directors' duty to seek the highest sale price once the board of directors determines their corporation is for sale, the fact that plaintiffs simply point to a less-than-ideal purchase price is not sufficient under Delaware law to trigger heightened scrutiny of the directors' actions during the sale process.
Microsoft's recent decision not to appeal the landmark ruling of the European Court of First Instance (CFI) regarding anti-competitive practices provides an opportunity for reflection and analysis. An assessment of the Microsoft saga for technology and other IP-rich businesses depends upon a clear understanding of what the European Commission and the CFI decided and, perhaps even more importantly, what they did not decide.
Senior executives realize that they do not know how to change the firm's ability to execute their business plan and at some point search for some way to devise a successful plan that the current organization can implement. It is often unrecognized that the source of the disappointing performance is the corporation's failure to execute its current strategy.
On Jan. 15, 2008, the U.S. Supreme Court handed down its decision in Stoneridge Investment Partners v. Scientific Atlanta, the case that has been called 'the most important securities law case to reach the Court this decade' and 'the securities lawyer's Roe v. Wade.' While the case had both domestic and international corporations concerned about its potential to dramatically expand the scope of 10b-5 claims in order to target third parties doing business with public companies that concern can now be laid to rest.
How can a board discharge its fiduciary duties without waiving otherwise applicable privileges to the investigation and opening the door to discovery of investigation related materials by the government or by third party litigation adversaries? An analysis of recent rulings.
Who's doing what; who's going where.
The Ninth Circuit has created a dubious distinction between tort-like damages and other non-rent damages that will undoubtedly spawn uncertainty and litigation. The authors explain why.
The U.S. Bankruptcy Court for the Southern District of New York recently issued a decision in In re Coudert Brothers LLP concerning the treatment of an attorney's retaining lien in the bankruptcy of a law firm. The decision does not alter the analysis that would obtain under applicable state law, and serves as an important reminder to attorneys that their liens to secure payment of amounts owed by clients and former clients depend on state law and are not enhanced in the bankruptcy setting.
A discussion of the aftermath of the recent decision, In re Northwest Airlines Corp., 483 F.3d 160 (2d Cir. 2007), in which the United States Court of Appeals for the Second Circuit held that a federal court may enjoin a strike by employees covered under the Railway Labor Act (the 'RLA') following rejection of their collective bargaining agreement.
The Supreme Court on Feb. 19 declined to take up the first legal challenge to the Bush administration's once-secret National Security Agency program of warrantless wiretapping.
