The Delaware Supreme Court finds proxy statements that partly disclose historic events to be materially misleading

Article Abstract:

The Delaware Supreme Court ruled in Arnold v. Society for Savings Bancorp, Inc that Bancorp made materially misleading statements in a merger proxy statement. The court felt that the misleading nature of the statements may have resulted from a good-faith omission. The court rejected a number of other failure-to-disclose claims and also ruled that the Revlon case's enhanced scrutiny requirements did not apply since the merger did not result in a change of corporate control.

Corporate directors, Disclosure (Securities law), Proxy

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Amendments to Delaware corporate law include a new holding-company statute and changes to its anti-takeover provisions

Article Abstract:

On June 23, Delaware significantly amended the Delaware General Corporation Law, including changes to Secs. 102, 103(d), 141(c), 203, and 220, as well as new Secs. 251(g) and 390. Corporations may now reorganize into certain types of holding-company arrangements without shareholder approval. Sec 203, the anti-takeover statute, saw several important technical changes, such as clarified definitions of terms. Significant recent case law is also discussed.

Laws, regulations and rules, Holding companies, Corporate reorganizations, Corporate anti-takeover measures, Antitakeover strategies

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Delaware Chancery Court holds that shareholder ratification of a transaction does not prevent claims of duty-of-loyalty breach

Article Abstract:

Delaware's Chancery Court denied summary judgment recently on duty-of- loyalty claims in In re Wheelabrator Technologies Inc Shareholders Litigation (Wheelabrator III). It ruled that a fully informed stockholder vote shifts the burden of proof in the fairness standard of review, but that business judgment was the appropriate review standard. The case involved the Sept 1990 merger of Wheelabrator into a subsidiary of Waste Management.

Stockholders, Business judgment rule

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