Showing 6 posts in Case Summaries.

Case Spotlight: In re CBS Corporation Litigation

Posted In Case Summaries, Privilege, Special Committees

Case Spotlight: In re CBS Corp. Litig., 2018 WL 3414163 (Del. Ch. July 13, 2018) (Bouchard, C.)

CBS Corporation (“CBS”) has two classes of stock.  The Class A common stock has voting power; the Class B common stock does not.  Shari Redstone, through her control of National Amusements, Inc. (“NAI”), controls approximately 80% of the voting power of CBS and approximately 10% of the economic stake.

In September 2016, NAI’s counsel sent a letter requesting that CBS consider a potential combination with Viacom Inc. (“Viacom”).  The board of directors of CBS (the “Board”) adopted resolutions authorizing a special committee of independent directors (the “2016 Special Committee”) to consider the transaction and make a recommendation to the Board.  The 2016 Special Committee’s work ended in December 2016.  In January 2018, NAI again approached CBS asking for a combination with Viacom.  The Board adopted resolutions to form a second special committee (the “2018 Special Committee”) with essentially the same mandate and authority. More ›

Case Spotlight: TCV VI, L.P. v. TradingScreen Inc.

Case Spotlight: TCV VI, L.P. v. TradingScreen Inc., 2018 WL 1907212 (Del. Ch. Apr. 23, 2018) (Laster, V.C.)

Philippe Buhannic is a founder of TradingScreen Inc. (the “Company”) and was formerly its CEO and Chairman of the Board. His brother, Patrick Buhannic, was also formerly a director of the Company. In 2014, plaintiffs filed this action alleging that defendants had breached their fiduciary duties when determining how much of plaintiffs’ preferred stock to redeem. Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”) represented all defendants through trial, including Philippe and Patrick (together, the "Buhannics"); however, during settlement negotiations, it became clear that the Buhannics were adverse to the other defendants. In response, Morris Nichols withdrew as counsel to the Buhannics and advised the defendants that it could not participate further in the settlement negotiations. More ›

Case Spotlight: In Re ExamWorks Group, Inc. Stockholder Appraisal Litig.

Case Spotlight: In Re ExamWorks Group, Inc. Stockholder Appraisal Litig., 2018 WL 1008439 (Del. Ch. Feb. 21, 2018) (Laster, V.C.)

ExamWorks Group, Inc. (the “Company”) is a Delaware corporation with its principal place of business in Atlanta, Georgia.  In 2010, the Company completed an initial public offering.  In 2016, it entered into a merger agreement with affiliates of Leonard Green & Partners, L.P.  After the announcement of the merger, petitioners perfected their appraisal rights seeking a judicial determination of the fair value of their interest in the Company.  During the proceedings, the Court of Chancery appointed two firms as Co-Lead Counsel.  The parties agreed on a schedule for the action, which included discovery, and the Court approved the schedule by order. More ›

Delaware's Court of Chancery Clarifies Scope of Inspection Under Books and Records Demands

Posted In Access to ESI, Business Law, Case Summaries

In Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016), Plaintiff Amalgamated Bank’s Section 220 books and records demand sought, among other things, the emails of certain Yahoo officers and directors.  Yahoo objected to the request as overly broad, but the Court found differently.  Continuing the trend from Wal-Mart Stores, Inc. v. Ind. Elec. Workers Pension Trust Fund IBEW, 95 A.3d 1264, 1271 (Del. 2014), which first permitted access beyond board materials, the Court ordered inspection of certain Yahoo director and officer documents and communications.  In addition, the Court found that the directors’ and officers’ personal email accounts were subject to inspection if they were used to conduct business.  This development signals to corporate officers and directors’ that personal emails may be discoverable in a 220 Action if the emails are essential to fulfilling a plaintiff’s proper purpose. More ›

Morris James Receives Top Legal Rankings in Chambers USA 2014

Posted In Case Summaries, News

Thirteen Lawyers and Four Practices Recognized as Top-Tier in Delaware

Morris James LLP is pleased to announce that thirteen attorneys in five separate practice areas have been top ranked among the leading Delaware lawyers in the 2014 edition of Chambers USA: America's Leading Lawyers for Business.  Chambers also ranked four of its practice areas as among the top practices in Delaware including Bankruptcy/Restructuring, Chancery, Intellectual Property and Labor & Employment.  Read more.

17 Morris James Attorneys Named In Best Lawyers in America® 2012 in 20 Practice Areas

Posted In Case Summaries, News

Seventeen Morris James attorneys are listed as being among the most elite lawyers in their practices in The Best Lawyers in America® 2012.

The Best Lawyers in America® has become universally regarded as the definitive guide to legal excellence. Their rigorous research is based on an exhaustive peer-review where leading attorneys cast votes on the legal abilities of other lawyers in their practice areas.

The Morris James attorneys listed in the 18th edition of the guide and the areas of law in which they are recognized include:

Richard P. Beck

Litigation – Real Estate (1983)

Real Estate Law (1983)

John M. Bloxom IV

Real Estate Law (2010)

P. Clarkson Collins, Jr.

Corporate Law (2005)

Litigation – Mergers and Acquisitions (2005)

Mary M. Culley

Elder Law (2008)

Keith E. Donovan

Personal Injury Litigation (2009)

Dennis D. Ferri

Medical Malpractice Law (2007)

Personal Injury Litigation – Defendants (2007)

Richard Galperin

Personal Injury Litigation – Defendants (2005)

Richard K. Herrmann

Information Technology Law (2003)

Technology Law (2003)

Francis J. Jones, Jr.

Personal Injury Litigation – Defendants (2008)

Personal Injury Litigation – Plaintiffs (2008)

Gretchen S. Knight

Family Law (2007)

Lewis H. Lazarus

Commercial Litigation (2006)

Corporate Law (2006)

Litigation – Mergers and Acquisitions (2006)

Mary B. Matterer

Litigation – Intellectual Property (2009)

Edward M. McNally

Corporate Law (2005)

Litigation – Mergers and Acquisitions (2005)

Mark D. Olson

Tax Law (2011)

Bruce W. Tigani

Tax Law (2011)

David H. Williams

Education Law (2007)

Employment Law – Management (2007)

Labor Law – Management (2007)

Litigation – Labor and Employment (2007)

(Year indicates first year listed in practice area)