Corporate & Commercial Litigation

Delaware metropolitan categories cover core business law areas, including corporate law, bankruptcy, M&A, and patent litigation.

Ali Cumings and Dave Harris speak at this CLE program hosted by the DSBA Corporation Law Council.

Morris Nichols has made Law360’s annual list of Delaware Regional Powerhouse law firms for the fourth year in a row.

Lawdragon500 Leading Litigators in America’s annual guide includes seven Morris Nichols partners from the firm’s corporate litigation and IP litigation practices.

The Best Lawyers in America has released its 2025 edition listing 39 attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 160,000 eligible attorneys.

Elise K. Wolpert and James Mansfield have joined the firm’s Corporate & Commercial Litigation group.

In the 2024 edition, Morris Nichols again appears in two Legal 500 practice categories for M&A litigation defense and Delaware counsel. Nineteen Morris Nichols attorneys are mentioned in the editorial for their work in M&A litigation and Delaware corporate and commercial law.

Morris Nichols again secured a Band 1 ranking Chambers USA in four fundamental Delaware practice areas: Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Morris Nichols attorney Miranda Gilbert joins a panel of Delaware practitioners highlighting career opportunities in Delaware for law students with diverse skills and experiences.

The 12 Morris Nichols attorneys listed in 2024 edition practice in bankruptcy, corporate litigation, intellectual property litigation, and other categories.

Susan Waesco will speak on the “Recent Delaware Developments” panel.

Three Morris Nichols partners will participate in the meeting as committee leaders and speakers.

RJ Scaggs will speak in the opening session on “Ethics & Wellness: Why Health Is a Big Deal for Lawyers.”

Bill Lafferty serves as a co-chair of the conference planning committee. He moderates the March 7 “Delaware Developments” panel. 

John DiTomo will moderate the Delaware Panel at the NYC Bar Securities Litigation Enforcement Institute.

As 2023 draws to a close, corporate litigators Bill Lafferty and John DiTomo discussed Delaware developments with Law360 Pulse.

Bill Lafferty and Mike Houghton have been named to the Delaware Business Times' innagural “Delaware 222” list of impactful leaders in the First State.

Twelve Morris Nichols lawyers have been admitted to the Delaware bar today.

The 2024 edition of Best Law Firms® ranks Morris Nichols in 20 Delaware practice areas.

Alexandra Cumings and Kyle Pinder have been invited to join the firm partnership, effective January 1, 2024, and Elizabeth Mullin will be promoted to special counsel.

On October 10, 2023, the Delaware Supreme Court fully upheld The Williams Companies’ victory in a seven-year litigation concerning a post-merger termination fee dispute between The Williams Cos. and Energy Transfer Equity LP.

Morris Nichols is delighted to welcome six attorneys to the firm. They all bring prior experience from judicial clerkships and private litigation practice. 

Lawdragon500 Leading Litigators in America second annual guide includes six Morris Nichols partners from the firm’s corporate litigation and IP litigation practices.

Lauren Neal and Jim Honaker will speak on panels at this CLE program sponsored by the Corporations Law Council.

A combination of steady work, a collaborative environment, and practices focused on Delaware statutes, caselaw, and courts have all contributed to Morris Nichols’ inclusion on Law360’s list of 2023 Regional Powerhouses. 

The Best Lawyers in America has released its 2024 edition, listing 39 attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 76,000 eligible attorneys.

The Legal 500 US, a nationwide guide to the foremost law firms in the United States has again ranked Morris Nichols.

Chambers USA has again ranked Morris Nichols in Band 1 for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

2023 Delaware Super Lawyers selects 11 Morris Nichols attorneys for inclusion.

Corporate litigator Susan Waesco and commercial transactions partner Tarik Haskins will speak at this full-day program.

Bill Lafferty co-moderates this distinguished speaker program presented by The University of Delaware John L. Weinberg Center for Corporate Governance.

Bill Lafferty serves as a conference co-chair of the Tulane University Law School’s 35th Annual Corporate Law Institute. Tarik Haskins serves as a conference speaker.

John DiTomo will moderate the panel, “Important Issues in Current Delaware Litigation“ at the 11th Annual Securities Litigation & Enforcement Institute.

Corporate litigator, Bill Lafferty is among six Delaware attorneys recognized in the elite nationwide guide.

Ten Morris Nichols lawyers have been admitted to the Delaware bar today.

Ryan Stottmann will co-present a live Strafford webinar, “M&A 2021-2022 Delaware Update: Entire Fairness Standard, Caremark Duties, Appraisal Rights, Demand Futility.”

Thomas has nearly a decade of experience in Delaware courts, handling challenges to mergers, acquisitions, and other decisions by boards of directors, and litigating complex commercial disputes and statutory proceedings authorized under Delaware’s business statutes.

Morris Nichols was selected for inclusion in a range of Delaware business law categories including corporate law and transactions; bankruptcy and reorganizations; and M&A, IP and patent litigation.

John DiTomo recently spoke with Law360 Pulse about the growing docket of the Delaware Superior Court’s Complex Commercial Litigation Division (CCLD).

Morris Nichols is pleased to announce that three judicial law clerks have joined the firm’s Corporate & Commercial Litigation group.

The inaugural list of Lawdragon 500 Leading Litigators in America includes five Morris Nichols partners from the firm’s corporate litigation and IP litigation practices.

The Best Lawyers in America has released its 2023 edition, listing 35 attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 71,000 eligible attorneys.

Morris Nichols’ collaborative culture continues to drive the firm’s inclusion on Law360’s list of 2022 Regional Powerhouses.

Morris Nichols litigator Ryan Stottmann was selected to the 2022 Benchmark Litigation list of top emerging talent in litigation.

John DiTomo offers insight on Delaware cases to watch in the second half of 2022.

Morris Nichols was again ranked in The Legal 500 US, a nationwide guide to the foremost law firms in the United States.

Chambers USA has again ranked Morris Nichols in Band 1 for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

2022 Delaware Super Lawyers slected thirteen Morris Nichols attorneys for inclusion.

Bill Lafferty speaks on the panel, “Delaware Pill Doctrine Post-Williams, at a program presented by New York University Law's Institute for Corporate Governance and Finance.”

Morris Nichols partner Bill Lafferty serves as co-chair of Tulane University Law School’s 34th Annual Corporate Law Institute.

The nationwide guide recognizes 500 elite professionals across all practice areas.

Twenty-two Morris Nichols lawyers have been admitted to the Delaware Bar today.

Morris Nichols partners Mark Hurd and Eric Klinger Wilensky to present Delaware corporate law update.

Bill Lafferty speaks on the panel, “Legal Issues around Systemic Stweardship,” at a program presented by New York University Law's Institute for Corporate Governance and Finance.

Bill Lafferty will speak on a panel at the Berkeley Fall Forum.

The 2022 edition of U.S. News - Best Lawyers “Best Law Firms” ranks Delaware law firm Morris Nichols in 25 areas.

Morris Nichols attorneys Megan Dellinger and Lauren Neal have been invited to become partners of the firm, effective January 1, 2022, and Tammy Mann will be promoted to special counsel.

The Best Lawyers in America has released its 2022 edition, listing thirty-two attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 66,000 eligible attorneys.

Law360 released its list of 2021 Regional Powerhouses, once again naming Morris Nichols among the law firms excelling in the First State.

Morris Nichols litigator Ryan Stottmann was selected to the 2021 Benchmark Litigation list of top emerging talent in litigation.

Morris Nichols was ranked in The Legal 500 US, a nationwide guide to the foremost law firms in the United States.

One dozen Morris Nichols attorneys have been selected for inclusion in 2021 Delaware Super Lawyers. 

The 2021 edition of Chambers USA has again ranked Morris Nichols in the top tier in four Delaware practice categories.

The M&A Journal recently featured commentary from the 33rd Annual Tulane Corporate Law Institute. Morris Nichols partner Bill Lafferty co-chaired the virtual conference in March 2021.

In April 2020, the Delaware Supreme Court heard arguments on Cigna’s appeal, and on May 3, 2021, affirmed the trial court’s decision and rejected bid for the $1.85 billion termination fee.

Morris Nichols partner Bill Lafferty serves as co-chair of Tulane University Law School’s 33rd Annual Corporate Law Institute.

Morris Nichols is pleased to announce eleven law clerks employed by the firm were each issued a Certified Limited Practice License* (CLPL) by the Delaware Supreme Court this week.

Morris Nichols was selected for inclusion in a range of Delaware business law areas, listed below, as well as a national tier for “Litigation – Mergers & Acquisitions.” The rankings are based on a combination of client feedback, survey responses, and peer review.

Thirty-one Morris Nichols attorneys were recognized in the 2021 edition of The Best Lawyers in America. The results are based on peer-review evaluations from more than 67,000 eligible attorneys.

The Legal 500 United States today released its 2020 edition, ranking Morris, Nichols, Arsht & Tunnell LLP in its nationwide guide to the foremost law firms in the United States.

Wilmington, DE (December 11, 2019) - Morris, Nichols, Arsht & Tunnell LLP is delighted to announce sixteen attorneys associated with the firm were admitted to the Delaware bar on Wednesday, December 11, 2019.

Bill Lafferty joins a panel discussion on stakeholder interests in the boardroom.

Wilmington, DE (November 1, 2019) - Morris, Nichols, Arsht & Tunnell LLP has been ranked in twenty-five practice areas in the 2020 edition of U.S. News - Best Lawyers “Best Law Firms.”

Wilmington, DE (September 25, 2019) - The 2020 edition of Benchmark Litigation’s guide to the leading U.S. litigation law firms again recognizes Morris, Nichols, Arsht & Tunnell LLP in the top “Highly Recommended” band for Delaware law firms. The guide notes that Morris Nichols “has established itself as one of the most respected presences in the Delaware legal market.”

Wilmington, DE (September 2, 2019) - Law360 released its list of 2019 Regional Powerhouses, identifying Morris, Nichols, Arsht & Tunnell LLP among the top Delaware law firms.

Wilmington, DE (August 15, 2019) - Thirty-five Morris Nichols attorneys were selected for inclusion in the 2020 edition of The Best Lawyers in America. The results are based on peer-review evaluations from more than 94,000 eligible attorneys.

Wilmington, DE (August 4, 2019) - Benchmark Litigation has released the 2019 Benchmark 40 & Under Hot List. Morris Nichols partners Kevin Coen and Ryan Stottmann were selected for inclusion in the publication’s fourth edition. Their practices focus on corporate and commercial litigation in the Delaware Court of Chancery and appeals before the Delaware Supreme Court.

Wilmington, DE (May 29, 2019) - The Legal 500 United States released its 2019 edition today. Morris, Nichols, Arsht & Tunnell LLP is once again “highly rated” in the nationwide guide to the foremost law firms in the United States.

Fifteen Morris Nichols attorneys have been selected for inclusion in 2019 Delaware Super Lawyers.  Derek C. Abbott and William M. Lafferty appear on the “Top 10” list recognizing the Delaware lawyers who received the highest point totals - with Bill designated as the “Number One” attorney on the Top 10. In addition, attorneys Eric S. Klinger-Wilensky and D. McKinley (Mac) Measley were recognized as Delaware Rising Stars.

Wilmington, DE (April 25, 2019) - The 2019 edition of Chambers USA: America’s Guide to Leading Lawyers for Business has again ranked Morris, Nichols, Arsht & Tunnell LLP as a leading Delaware law firm in four practice categories.

Wilmington, DE (November 14, 2018) - Benchmark Litigation has released its annual legal directory focusing exclusively on the litigation and disputes market. The 2019 edition again ranks Morris, Nichols, Arsht & Tunnell LLP in the top “Highly Recommended” band for Delaware law firms.

Wilmington, DE (November 1, 2018) - Morris, Nichols, Arsht & Tunnell LLP has been recognized in twenty-four practice areas in the 2019 edition of U.S. News - Best Lawyers “Best Law Firms.” 

Wilmington, DE (September 4, 2018) - Law360 released its list of 2018 Regional Powerhouses, recognizing Morris, Nichols, Arsht & Tunnell LLP among the top Delaware law firms.

Wilmington, DE (August 15, 2018) - Thirty-three attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2019 edition of The Best Lawyers in America.  The results are based on peer-review evaluations from more than 87,000 eligible attorneys.

Wilmington, DE (May 31, 2018) - The Legal 500 United States 2018 has ranked Morris, Nichols, Arsht & Tunnell LLP in its nationwide guide to the leading law firms in the United States.

Wilmington, DE (May 18, 2018) - Seventeen Morris Nichols attorneys have been selected for inclusion in 2018 Delaware Super Lawyers.  William M. Lafferty was ranked number one on the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, Kimberly Gill McKinnon, D. McKinley (Mac) Measley, and Andrew R. Remming and Jeremy A. Tigan were recognized as Delaware Rising Stars.

Wilmington, DE (May 3, 2018) - Morris, Nichols, Arsht & Tunnell LLP has been ranked Band 1 in four Delaware practice categories in the 2018 edition of Chambers USA: America’s Leading Lawyers for Business. The firm was ranked in the highest tier for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Wilmington, DE (December 13, 2017) - Morris, Nichols, Arsht & Tunnell LLP is pleased to announce nine attorneys associated with the firm were admitted to the Delaware bar on Wednesday, December 13, 2017.

Wilmington, DE (November 1, 2017) - Morris, Nichols, Arsht & Tunnell LLP has been recognized in twenty practice areas in the 2018 edition of U.S. News - Best Lawyers "Best Law Firms." In the 2018 rankings, the firm was once again selected for inclusion in the national category for “Litigation - Mergers & Acquisitions” as well as a diverse array of Delaware practice categories. 

Wilmington, DE (October 16, 2017) - Benchmark Litigation has released its 2018 guide to the leading U.S. litigation law firms. Once again, Benchmark ranked Morris Nichols in the “Highly Recommended” band for Delaware, with peers noting the firm is a top player in the First State.

Wilmington, DE (August 15, 2017) - Thirty-two attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2018 edition of The Best Lawyers in America.  The results are based on peer-review evaluations from more than 83,000 eligible attorneys.

Wilmington, DE (May 31, 2017) - The Legal 500 United States 2017 results have been released and once again “top-notch firm” Morris, Nichols, Arsht & Tunnell LLP ranks among leading U.S. law firms in two M&A categories.

Wilmington, DE (May 26, 2017) - The 2017 edition of Chambers USA: America’s Leading Lawyers for Business again ranked Morris, Nichols, Arsht & Tunnell LLP as a Band 1 law firm in the Delaware categories for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Wilmington, DE (May 12, 2017) - Sixteen Morris Nichols attorneys have been selected for inclusion to the 2017 Delaware Super Lawyers list.  William M. Lafferty was named to the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, Kimberly Gill McKinnon, D. McKinley (Mac) Measley, and Curtis S. Miller were recognized as 2017 Delaware Rising Stars.

On Thursday, February 9, Justice Randy J. Holland announced his retirement, ending a 30-year tenure of service on the closely-watched Delaware Supreme Court bench.

Wilmington, DE (January 3, 2017) - Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Ryan Stottmann and Jeremy Tigan have been elected partners effective January 1, 2017. “We are delighted to welcome Ryan and Jeremy to the partnership and congratulate them on this significant career accomplishment,” said Rodger D. Smith II, chair of the firm’s executive committee.

Wilmington, DE (November 1, 2016) - U.S. News - Best Lawyers® has once again ranked Morris, Nichols, Arsht & Tunnell LLP in its annual guide of the “Best Law Firms.” In the 2017 edition, the firm was selected for inclusion in the national category for “Litigation - Mergers & Acquisitions” as well as a diverse array of Delaware practice categories related to bankruptcy, corporate, intellectual property, and trust law.

Wilmington, DE (October 24, 2016) - Benchmark Litigation has released its 10th anniversary guide to the leading litigation firms in the United States. The 2017 publication again ranked Morris Nichols “Highly Recommended” for Delaware with Benchmark noting the firm’s reputation “one of the most respected presences in the Delaware legal market.”

Wilmington, DE (August 15, 2016) - Thirty attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2017 edition of The Best Lawyers in America®.  The results are based on peer-review evaluations from more than 79,000 eligible attorneys.

Wilmington, DE (June 15, 2016) - Morris, Nichols, Arsht & Tunnell LLP has been ranked as a leading M&A law firm in The Legal 500 United States 2016. Now in its tenth edition, the U.S. guide organizes various practice areas into a single national ranking to highlight firms with a national presence in sophisticated and complex matters.

Wilmington, DE (May 27, 2016) - The 2016 edition of Chambers USA: America’s Leading Lawyers for Business again ranked Morris, Nichols, Arsht & Tunnell LLP as a Band 1 law firm in the Delaware categories for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Wilmington, DE (May 13, 2016) - Seventeen Morris Nichols attorneys have been selected for inclusion to the 2016 Delaware Super Lawyers list.  Jack B. Blumenfeld was named to the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, D. McKinley (Mac) Measley, Curtis S. Miller, and Matthew R. Clark were recognized as 2016 Delaware Rising Stars.

This month’s Corporate Control Alert features an in-depth Q&A interview with former Vice Chancellor and Morris Nichols senior counsel Donald F. Parsons, Jr.  Reflecting on his 12 years on the Chancery bench, Don discusses the Court’s evolving approach to M&A-related fiduciary duty litigation and several important cases from his tenure, including Bear Stearns, Corwin v. KKR, Sothebys, and Trulia.

Wilmington, DE (May 3, 2016) - Six partners from Morris, Nichols, Arsht & Tunnell LLP have been included in Best Lawyers Business Edition’s list of 2016 Women in the Law. Featuring peer-nominated attorneys in 140 practice areas, the list is part of the inaugural Best Lawyers Business Edition publication, produced in collaboration with the women’s legal advocacy organization Ms. JD.

The 2016 Women in the Law results are based on peer-review evaluations from more than 79,000 eligible attorneys and features all female attorneys listed in The Best Lawyers in America 2016. The six Morris Nichols partners selected for inclusion focus their practices on various business law areas, including bankruptcy, restructuring, corporate counseling, corporate litigation, and IP. 

Wilmington, DE (February 17, 2016) - Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that former Vice Chancellor Donald F. Parsons, Jr. will be joining the firm as Senior Counsel in March 2016. Vice Chancellor Parsons retired from the Delaware Court of Chancery in October 2015. During his tenure on the bench, Vice Chancellor Parsons issued hundreds of opinions and rulings addressing important and cutting edge questions concerning corporation law, alternative entities, trademark and intellectual property law, and other complex commercial matters. As a former member of the Court of Chancery, Vice Chancellor Parsons will help Morris Nichols continue to deliver the highest caliber of legal services to its clients in the areas of alternative dispute resolution, corporate governance, special committee assignments, internal investigations, mergers and acquisitions, and stockholder activism. In addition, with the benefit of his twelve years on the bench and previous years of experience in patent and other complex litigation, Vice Chancellor Parsons will be a tremendous asset for Morris Nichols in developing its alternative dispute resolution practice, including serving as a third party neutral in mediations and arbitrations. 

Wilmington, DE (January 4, 2016) - Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Mac Measley, Andrew Remming and Jason Russell have been elected partners, and that Karl Randall has been promoted to special counsel, effective January 1, 2016.

Wilmington, DE (November 16, 2015) - In early November, the Taiwan Corporate Governance Association hosted the 11th Annual International Corporate Governance Summit, a two-day event in Taipei focused on strengthening internal and external corporate governance mechanisms. Members of the Delaware corporate governance community played prominent roles in the conference, with Morris Nichols partner John P. DiTomo presenting the keynote address and Delaware Supreme Court Justice Randy Holland invited as a guest of honor and delivering several speeches addressing emerging issues of Delaware law.

Wilmington, DE (November 2, 2015) - U.S. News - Best Lawyers® has once again ranked Morris, Nichols, Arsht & Tunnell LLP in its annual guide of the “Best Law Firms.” In the 2016 edition, the firm was selected for inclusion in a diverse array of bankruptcy, corporate, intellectual property, and trust law practice areas in Delaware.

John DiTomo coauthored an article examining the key issues counsel should consider when litigating an appraisal action.

Bill Lafferty and Eric Klinger-Wilensky contributed to a Law360 article on deal certainty.

Bill Lafferty and Eric Klinger-Wilensky co-authored an article on recent Delaware law updates.

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association released proposed amendments to the Delaware General Corporation Law that, if adopted into law, would address recent caselaw regarding the facial validity of certain stockholder agreements, the ability of parties to a merger agreement to contract for certain pre-closing remedies and for the appointment of a stockholder representative to enforce post-closing remedies, and the process required to approve merger agreements.

Morris Nichols attorneys Bill Lafferty, John DiTomo, and Matt Clark contributed nine guides on Delaware litigation to Practical Law Litigation. 

On February 23, 2023, the Delaware Supreme Court issued a Standing Order designating the five Superior Court judges who serve on that court’s Complex Commercial Litigation Division as Vice Chancellors empowered to hear and resolve any case filed under Section 111, as selected by the Chancellor of the Court of Chancery and the President Judge of the Superior Court.

In 1999, the Delaware Legislature enacted 8 Del. C. § 111for the purpose of extending the Delaware Court of Chancery’s jurisdiction to disputes arising from the application, interpretation, enforcement, or validity of the certificate of incorporation and bylaws of a Delaware corporation.

The Delaware Supreme Court’s 2021 decision in Brookfield Asset Mgmt., Inc. v. Rosson helped clarify whether stockholders’ financial and voting rights, diluted through a transaction with a controlling stockholder, constituted direct or derivative claims.

Four Morris Nichols colleagues contributed to the revised edition.

Section 220 provides stockholders with a powerful tool for investigating corporate wrongdoing — one that Delaware courts have repeatedly implored stockholders to use before pursuing potential claims. Recent Chancery decisions suggest that defendants should not chalk up the fee-shifting decision to a one-off.

The Delaware Supreme Court issued an important opinion holding that federal forum selection provisions adopted by Delaware corporations requiring that stockholders file actions arising under the Securities Act of 1933 (1933 Act) in federal court - and not state court - are facially valid.

Statutory appraisal remedies allow stockholders who believe they have received inadequate consideration in certain transactions, such as mergers or consolidations, to obtain a judicial determination of the fair value of their shares. Over the years, courts, litigants, and experts alike have grappled with how to make an appropriate fair value determination. To marshal the evidence necessary to most favorably present their case, it is vital for counsel involved in appraisal proceedings to understand the relevant statutory requirements and stay up to date on the shifting case law, including the valuation approach courts are likely to prefer in a given situation.

Morris Nichols partner RJ Scaggs is coauthor of the Bloomberg BNA Corporate Practice Series Portfolio, Derivative Lawsuits. The recently revised treatise, updated on a roughly biennial basis, explores all facets of derivative litigation. 

A Q&A guide to responding to a complaint in a trial court of general jurisdiction in Delaware.

The Delaware Supreme Court recently issued an important opinion overruling its long-standing decision in Sternberg v. O’Neil, 550 A. 2d 1105 (1988) and holding that the Delaware registration statute does not provide a basis for asserting general personal jurisdiction over foreign corporations in Delaware.

The Delaware Court of Chancery in LongPath Capital, LLC v. Ramtron International Corp. relied on the negotiated merger price as the best evidence of “fair value.”

Morris Nichols attorneys Bill Lafferty, John DiTomo and Mac Measly contributed this article on the Delaware Court of Chancery ruling in Healthways II concerning a so-called “dead hand proxy put” provision in a credit agreement.

In In re Cornerstone Therapeutics Inc. Stockholder Litigation and Leal v. Meeks, the Delaware Supreme Court held that, regardless of the underlying standard of review (including in interested transactions subject to entire fairness review), a claim solely for monetary damages against a facially independent director of a corporation with an exculpatory charter provision will be dismissed unless a plaintiff has alleged facts to support a non-exculpated claim with respect to that director.

Vice Chancellor J. Travis Laster provided important guidance regarding his prior ruling in the same case between Healthways, Inc. and SunTrust Bank.

In an opinion issued on May 4, 2015, Quadrant Structured Products Co., Ltd. v. Vertin, the Court of Chancery provided important guidance to distressed Delaware corporations and their creditors. 

On Apr. 20, 2015, the Court of Chancery issued its opinion after trial in the El Paso Pipeline Partners L.P. derivative litigation.  Plaintiffs challenged a “dropdown” transaction whereby the parent corporation (“Parent”) in a master limited partnership (“MLP”) structure sold interests in two of its subsidiaries to the limited partnership (“El Paso MLP”), and the Court found that the general partner, in engaging in the transaction with Parent, had violated the El Paso MLP limited partnership agreement.

In Friedman v. Khosrowshahi, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a breach of fiduciary claim relating to an alleged violation of Expedia’s stock incentive plan.

The past several years have seen the rise of so-called “appraisal arbitrage,” in which entities purchase shares after the announcement of the merger in order to pursue an appraisal claim.  As a result, guidance from the Delaware courts as to the contours of, and valuation methods used in, an appraisal proceeding has become more and more relevant both to lawyers and their clients. In Huff Fund Investment Partnership v. CKx, Inc., the Delaware Supreme Court affirmed the Court of Chancery’s decision concluding that the price paid in a third-party arms’-length merger was the most probative evidence of fair value.

Over the last several years, there has been a rise in so-called “appraisal arbitrage” - funds buying stock of a target company after announcement of a merger in order to pursue appraisal claims. In two recent decisions, Ancestry and BMC, the Delaware Court of Chancery confirmed that there is no requirement that an appraisal petitioner prove that previous owners of the appraisal shares refrained from voting in favor of the merger.

In the first judicial opinion to interpret the new statute, Bear Stearns Mortgage Funding Trust 2006-SL1 v. EMC Mortgage LLC, the Delaware Court of Chancery held that Section 8106(c) applies retroactively to contracts entered into before the statute took effect on August 1, 2014.  The Court also provided important guidance regarding claim accrual and the application of Delaware’s borrowing statute.

In an important ruling addressing the scope of Revlon duties and the Delaware courts’ reluctance to “blue pencil” contractual provisions, C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, the Delaware Supreme Court has reversed a mandatory injunction order issued by the Court of Chancery that (i) required a target to “go-shop” itself (notwithstanding the merger agreement’s “no-shop” provision), and (ii) declared, in advance, that the Court-ordered “go shop” would not constitute a breach of the merger agreement.

In the three days prior to Thanksgiving, the Court of Chancery issued seven written opinions and one oral ruling of importance to transaction planners.  Although each opinion and ruling independently could be the subject of a detailed memorandum, in light of the multiple issues addressed by the Court in a compressed period, we provide a short summary of each.

Under Delaware law, a less-than-majority stockholder may be deemed a controlling stockholder if it “exercises control over the business affairs of the corporation.”  Two recent opinions from the Court of Chancery provide helpful guidance as to how the Court will apply this standard.

In an opinion issued earlier this year, the Court of Chancery held RBC Capital Markets, LLC liable to stockholders of Rural/Metro Corporation for aiding and abetting the Rural directors’ breaches of fiduciary duties in connection with the sale of Rural to Warburg Pincus LLC. Last week, the Court issued a subsequent opinion determining the amount of damages suffered by the stockholder class and addressing RBC’s claims for contribution against its former co-defendants, who had previously settled with plaintiffs.

On February 24, 2014, RF Micro Devices, Inc. and TriQuint Semiconductor Inc. announced a merger agreement under which the companies agreed to an all-stock “merger of equals.” Following the merger’s announcement, five lawsuits on behalf of TriQuint’s stockholders were filed: three of those lawsuits were filed in the Delaware Court of Chancery and two lawsuits were filed in Oregon state court.

The Delaware Court of Chancery recently issued a ruling that serves as an important reminder that following a merger, timely notice of the merger's effective date must be sent to any stockholder of record who has demanded appraisal. Failing to do so creates additional litigation risk in a M&A environment already charged with an increasing number of stockholder appraisal demands.

On April 13, 2014, the Corporation Law Section of the Delaware State Bar Association was provided with proposed amendments to the Delaware General Corporation Law (the “DGCL”).  On the same day, the Commercial Law Section of the DSBA was provided with a proposed revision to Delaware’s contractual statute of limitations that may have a significant effect on corporate practice.

In a February 12, 2014 decision, the Court of Chancery held that a petitioner in an appraisal proceeding could not be compelled to accept “prepayment” of an appraisal award in order to stop the accrual of interest on the amount prepaid. The holding is significant because the default statutory interest rate on an appraisal award (5% over the Federal Reserve discount rate) may be viewed as very favorable by stockholders considering whether to bring appraisal claims.

Morris Nichols partners Andy Johnston and Mark Hurd are coauthors of the Bloomberg BNA Corporate Practice series Portfolio, Special Committees of Independent Directors.

Morris Nichols’ “Delaware Alert: A Third Circuit Panel Strikes Down the Court of Chancery’s Confidential Arbitrations” was featured on the Harvard Law School Forum on Corporate Governance and Financial Regulation on Nov. 8, 2013.

John P. DiTomo, Morris Nichols Corporate and Business Litigation Group member, authored “The U.S. Court of Appeals for the Third Circuit Strikes Down Delaware’s Confidential Arbitration Program,” published in the November 2013 State Corner section of Insights: The Corporate & Securities Law Advisor (Vol. 27, No. 11).

Lauren K. Neal, “The Virtual Water Cooler and the NLRB: Concerted Activity in the Age of Facebook,” 69 Washington & Lee Law Review 1715 (2012)

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John P. DiTomo and A. Gilchrist Sparks III, “The Short-term vs. Long-term Dilemma,” Ch. 6, Corporate Governance 2011, Practising Law Institute (2011)

Stephen P. Lamb, John P. DiTomo, “Federalization vs. Federalism in Corporation Law,” Ch. 25, Corporate Governance 2010 - A Master Class, Practising Law Institute (2010)

Megan Ward Cascio, Delaware, in Brownfields: “A Comprehensive Guide to Redeveloping Contaminated Property,” Chapter 35, Todd S. Davis and Scott A. Sherman eds., 3rd ed. (2010)

John P. DiTomo and William M. Lafferty, “Defining the Proper Subject Matter for a Bylaw under Delaware Law,” Practising Law Institute Corporate Governance 2009, 1774 PLI/Corp 337

John P. DiTomo, “Dual Representation in Derivative Litigation: The Corporate Counsel’s Role in Managing the Corporation’s Conflicts of Interests,” 1677 PLI/Corp 867 (2008)

John P. DiTomo and A. Gilchrist Sparks III, “Management Projections: To Disclose or Not to Disclose?” 1677 PLI/Corp 379 (2008)

Jon E. Abramczyk, Thomas W. Briggs Jr., “Delaware Special Committees - Worth Another Look,” Securities News, American Bar Association, Section of Litigation, Vol. 12, No. 25 (Fall 2002)

John P. DiTomo, “Does New Jersey’s Solution to its Education Crisis Run Afoul of the United States Constitution?” 6 U. PA. J. CONST. L. 328 (November 2003)

Jon E. Abramczyk, James D. Honaker, “Going-Private ‘Dilemma’?—Not in Delaware,” 58 Bus. Law. 1351 (Aug. 2003)

Michael Houghton, William M. Lafferty, Andrew H. Lippstone, “The Expansion of the Delaware Court of Chancery’s Jurisdiction to Adjudicate or Mediate Certain ‘Technology Disputes’ - An Evolution, Not a Revolution,” ABA Network: The Newsletter of the Business Law Section, Committee on Business and Corporate Litigation, Vol. 11, Issue 1 (Spring 2003)

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S. Mark Hurd, A. Gilchrist Sparks III, “Special Committees of Directors - When Does the Business Judgment Rule Apply and To What Extent Are Committee Proceedings Confidential,” Delaware Law Review, Vol. 2, Delaware State Bar Association (1999)