In In re Cornerstone Therapeutics Inc. Stockholder Litigation/Leal v. Meeks, the Delaware Supreme Court reversed decisions of the Delaware Chancery Court denying director-defendants’ motions to dismiss breach of fiduciary duty claims brought in connection with two transactions involving controlling stockholders. In reversing the Delaware Chancery Court’s decisions, the Delaware Supreme Court held that a plaintiff seeking only monetary damages must plead non-exculpated claims against a director who is protected by an exculpatory charter provision to survive a motion to dismiss, regardless of the underlying standard of review for the board’s conduct. The cases were remanded for the Delaware Chancery Court to determine whether the plaintiffs sufficiently pled facts suggesting that the independent directors committed a non-exculpated breach of their fiduciary duties.
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Pursuant to an amendment to Section 8106 of the Delaware Courts and Judicial Procedure Law, effective as of August 1, parties to a contract may agree to extend the statute of limitations for up to 20 years for a breach of contract claim. The default rule under Delaware law provides that a general breach of

In Hamilton Partners, L.P. v. Highland Capital Management, L.P., the Delaware Court of Chancery denied a motion to dismiss breach of fiduciary duty claims brought by former stockholders of American Home Patient, Inc. (AHP) against Highland Capital Management, L.P in connection with a going-private transaction. 
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In In re Orchard Enterprises, Inc. Stockholder Litigation, the Delaware Court of Chancery held that the entire fairness standard of review applied to a going-private transaction with a controlling stockholder, even though the transaction was negotiated by a special committee of independent directors and approved by a majority of the minority stockholders.
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Proposed amendments to the Delaware General Corporation Law (DGCL) are being considered by the Corporation Law Section of the Delaware State Bar Association. If approved by the Corporation Law Section and the Executive Committee of the Delaware State Bar Association, the proposed amendments will be considered by the Delaware legislature. The effective date for the proposed amendments would be August 1, 2014.[1] Corporate and Financial Weekly Digest will provide updates as the proposed amendments move forward.
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In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously upheld the Chancery Court’s decision in In re MFW Shareholders Litigation. In that decision, the Chancery Court had granted summary judgment in favor of the board of directors of M&F Worldwide Corp. (M&F) in a suit brought by former stockholders of M&F challenging the going private acquisition of M&F by MacAndrews & Forbes Holdings Inc., the owner of 43.4 percent of M&F’s common stock. The Chancery Court held that a going private acquisition by a controlling stockholder that is conditioned, from the outset, on approval by both a properly empowered, independent committee, and an informed, uncoerced majority-of-the-minority vote would be reviewed under the business judgment standard of review, rather than the entire fairness standard of review. A summary of the Chancery Court’s decision in In re MFW Shareholders Litigation is included in the June 7, 2013 issue of Corporate & Financial Weekly Digest.
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Effective as of August 1, 2013, the Delaware legislature adopted several significant amendments to the Delaware General Corporation Law (DGCL). 

No Stockholder Vote Required in Certain Second-Step Mergers 

Prior to the adoption of the amendment to Section 251 of the DGCL, following the consummation of a tender or exchange offer, an acquirer was required to obtain approval of a second-step merger from the target corporation’s stockholders unless the acquirer owned at least 90% of each class of the target corporation’s voting stock. That was the case whether such ownership was acquired directly in the first-step tender or exchange offer or through the use of a “top-up option” following the offer. That meant that, if the target corporation was a public company and the acquirer failed to achieve the 90% threshold, the target corporation would need to prepare and file with the Securities and Exchange Commission a proxy or information statement with respect to the stockholder vote (which proxy or information statement would have been subject to potential SEC review). As a result, there could have been a meaningful delay between the closing of the tender or exchange offer and the completion of the second-step merger, which could adversely impact debt financing for the transaction.
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