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Morris James postings of significant news, original articles and legal insight related to Delaware.
Showing 5 posts from October 2018.
Morris James Takes the Lead in Delaware Today Top Lawyers Survey
Morris James LLP is pleased to announce that the lawyers listed below were recognized as Top Lawyers by their peers in a survey of Delaware attorneys conducted by Delaware Today magazine. Morris James had more top lawyers and top vote-getters than any other law firm in Delaware. 39 attorneys were named in 20 practice areas. More ›
The answer to the question posed in the title to this article may seem devious to you. After all, the answer must be “no” if we want anyone to serve on a corporate board of directors. Yet this question continues to pop up as discussed in the recent decision of the Delaware Court of Chancery in Marchand v. Barnhill, C.A. No. 2017-0586-JRS (Sept. 27, 2018). More ›
Bruce Tigani, chair of Morris James' Tax, Estates and Business practice, presented on the New Tax Act at the Delaware Trust Conference held October 24th. http://bit.ly/2q4t3WF
(L-R) Bruce Tigani, Jordan Rosen, Jerry Grossman
With a law career spanning over 30 years, Bruce maintains a broad-based business, tax, healthcare and real estate practice. In providing clients an integrated focus to both transactional and planning aspects essential to their needs, Bruce delivers a coordinated and comprehensive approach to the representation of regionally based closely-held businesses, professional practices, and individuals.
In 2014, the Delaware Supreme Court in Kahn v. MFW held that the business judgment standard could apply to review of a controlling stockholder merger if at the outset the controlling stockholder conditioned the squeeze-out transaction on negotiation and approval by a committee of independent and disinterested directors and the informed, uncoerced approval of a majority of the minority stockholders (dual stage approvals). The Delaware Supreme Court later affirmed a Delaware Court of Chancery transcript opinion holding that MFW could apply to a pleadings-stage dismissal where the controlling stockholder did not condition its initial proposal on the dual stage approvals, at least where the board, with the majority stockholder’s participation, did so in a resolution establishing a special committee to negotiate prior to any substantive negotiations. The question remained, however, how much latitude the court would afford a controlling stockholder who did not ab initio condition its merger transaction on the requisite dual stage approvals. In Flood v. Synutra International, C. A. No. 101, 2018 (Del. Oct. 9, 2018), the Supreme Court in a majority opinion provided additional guidance, holding that the MFW standard of review could apply to a transaction where the controlling stockholder did not from the beginning condition its transaction on the requisite dual stage approvals, as long as those conditions were established prior to any substantive economic negotiations. The court’s holding and its reasoning provide important guidance to transactional planners and litigators assessing whether to challenge a controlling stockholder merger transaction. More ›
@MorrisJamesLLP was excited to sponsor the 2018 Dogfish Dash benefitting the Delaware Chapter of The Nature Conservancy. Over 3,000 runners from 32 states ran the 13th annual Dogfish Dash yesterday! #dogfish #natureconservancy