On October 24, the Delaware Court of Chancery dismissed a lawsuit filed by certain minority stockholders of Crimson Exploration, Inc. in In re: Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541-VCP (Del. Ch. Oct 24, 2014), which challenged a stock-for-stock merger (the “Merger”) of Crimson and Contango Oil & Gas Co. The plaintiffs alleged that a group of affiliated defendants, including Oaktree Capital Management, L.P., constituted controlling stockholders of Crimson that breached their fiduciary duties by selling Crimson below market value for self-serving reasons.
Continue Reading Delaware Court of Chancery Rejects Entire Fairness Review in Absence of Conflicted Transaction

On October 3, the Director of the Securities and Exchange Commission’s Division of Corporation Finance (Division), Keith F. Higgins, spoke at the George A. Leet Business Law Conference, discussing SEC disclosure requirements and offering thoughts on the future of disclosure.
Continue Reading Director of SEC Division of Corporation Finance Gives Speech on Securities Disclosure