Morris James Podcasts Morris James LLP

This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018.

The cases selected either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial litigation in Delaware.

Among cases selected, in City of North Miami Beach General Employees’ Retirement Plan v. Dr. Pepper Snapple Group Inc., 189 A.3d 188 (Del. Ch. June 1, 2018) (Bouchard, Chancellor), the decision arose out of a merger involving the Dr. Pepper and Keurig companies.

In a reverse triangular merger, the parent company uses a subsidiary to acquire a target, with the target absorbing that subsidiary. The result was Dr. Pepper stockholders getting cash but retaining their stock, and Keurig’s stockholders getting a controlling interest in Dr. Pepper.

Certain Dr. Pepper stockholders sued in the Court of Chancery, asserting that they had appraisal rights to a judicially determined fair value in connection with the deal under Section 262 of the Delaware General Corporation Law (DGCL), which were being violated. The statute makes appraisal rights available to stockholders of a “constituent corporation.”

As this decision holds, that term means an entity actually being merged or combined, and not the parent of such an entity. Since Dr. Pepper itself did not merge or combine, its stockholders had no appraisal rights. Key Takeaway: Under Dr. Pepper, stockholders of a parent in a reverse triangular merger lack appraisal rights.

On this episode of CorpCast, we continue our “Better Know a Judge” series with an interview of the newest member of the Delaware Court of Chancery, Joseph R. Slights, III. Joe discusses why he took a pay cut while his children are in college, his background, some advice for young lawyers, as well as what he’s looking forward to and dreading when he gets on the bench.

Love what you hear? Go to our podcast tab for archived episodes and be sure to follow @DECorpCast for the latest updates. If you have questions or comments, you can reach us at CorpCast@morrisjames.com. Thank you for listening!

On today’s episode of CorpCast, we are joined by our colleagues Ian McCauley and Laura Readinger. Ian and Laura’s practice focuses on eDiscovery, and this episode covers Delaware developments on the subject over the past 16 months.

We cover global issues such as the role of Delaware counsel in discovery, and the Court of Chancery’s growing concern regarding the conduct of counsel throughout discovery. We also take a look at defensible document collection, preservation of text messages, and production of personal email. Finally, we discuss very narrow topics that the Court has tackled, including production of metadata and document review.

Love what you hear? Go to our podcast tab for archived episodes and be sure to follow @DECorpCast for the latest updates. If you have questions or comments, you can reach us at CorpCast@morrisjames.com. Thank you for listening!

Welcome back to CorpCast! In this 2015 Year in Review, we discuss several important cases from the past year, starting with the tidal wave of antagonism in the Court of Chancery towards disclosure-only settlements ending with In re Trulia, Inc. Stockholder Litigation. We then move to discuss several instances of “financial advisors behaving badly,” with a look at In re TIBCO Software Inc. Stockholders Litigation and RBC Capital Markets, LLC v. Jervis. We’ll also take a look at opinions dealing with conflicted transactions, revisiting Corwin v. KKR Financial Holdings LLC and Delaware County Employees Retirement Fund v. Sanchez, as well as discussing In re Cornerstone Therapeutics Inc., Shareholder Litigation and In re Dole Food Co., Inc. Stockholder Litigation. Finally, we’ll look to some contract actions, including 1 Oak Private Equity Venture Capital Limited v. Twitter, Inc. and SIGA Technologies, Inc. v. PharmAthene, Inc., and touch on the invalidation of company bylaws in In re Vaalco Energy Inc. Consolidated Stockholder Litigation. Of note, our own stat guy tells us we (Pete) misstated the liability in RBC Capital Markets. It was $75 million, not $83 million.

Love what you hear? Go to our podcast tab for archived episodes and be sure to follow @DECorpCast for the latest updates. If you have questions or comments, you can reach us at CorpCast@morrisjames.com. Thank you for listening!

In this episode of CorpCast we go back to basics on the concept of the controlling stockholder. We address what constitutes a controlling stockholder under Delaware Law, discuss the idea of “actual control,” and consider how the presence of a controlling stockholder affects the Court’s standard of review. We’ll also discuss recent case law developments including In re KKR Financial Holdings, LLC, In re Crimson Exploration, Inc., and In re Sanchez Energy.

Love what you hear? Go to our podcast tab for archived episodes and be sure to follow @DECorpCast for the latest updates. If you have questions or comments, you can reach us at CorpCast@morrisjames.com. Thank you for listening!

In our second installment of “Better Know a Judge,” we welcome the Honorable Mary M. Johnston of the Delaware Superior Court in New Castle County. Judge Johnston, who is a member of the Superior Court’s Complex Commercial Litigation (“CCLD”) panel, explains how the CCLD track can benefit litigants seeking swift and comprehensive resolutions to their business disputes. In addition, Judge Johnston shares important lessons learned over the course of her career, as well as her advice for attorneys appearing before her and in the Superior Court. Our thanks to Judge Johnston for joining us as a guest on the podcast!

Love what you hear? Go to our podcast tab for archived episodes and be sure to follow @DECorpCast for the latest updates. If you have questions or comments, you can reach us at CorpCast@morrisjames.com. Thank you for listening!