Bylaws, disclosure, appraisal on agenda
Article Abstract:
The Delaware Supreme Court has in 1992 issued several rulings on issues including corporate disclosure, charters, appraisals and amendments to bylaws. Stroud v Grace further explained the standards according to which board conduct sanctioned by stockholders should be judged. Shell Petroleum Inc v Smith was an important statement on the disclosure duties corporate management have to stockholders, agreeing with the trial court that the disclosure about a short-form merger was misleading. The Appraisal of Shell Oil case concerned standards for expert evidence in appraisal actions.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1992
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Well-pleaded derivative claims survive
Article Abstract:
Several 1992 cases belie reports that the stockholder's derivative suit is no longer an effective cause of action in Delaware. Delaware Court of Chancery Rule 23.1 requires proof of the futility of a demand on the corporate directors before filing, but specific factual evidence can surmount this hurdle. The standard of demand futility is closely related to the business judgment rule, since it attempts to balance the stockholder's right to file a derivative suit and the directors' duty to decide if allowing the suit to go forward would serve the interests of the corporation.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1992
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Delaware mulls limited partners' claims
Article Abstract:
The Delaware Court of Chancery has clarified the law on derivative suits by limited partners in the 1993 cases of Litman v Prudential-Bache Properties Inc and Katell v Morgan Stanley Group. According to Delaware law, limited partners have this right only if general partners have refused their requests to file suit and the limited partner/plaintiff must also plead specific facts rebutting the presumption in favor of the business judgment rule. Proof of the general partners' self-interest might rebut this presumption.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1993
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