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  • Third Circuit OKs Bankruptcy Accords That Skip Creditor Groups

    A divided Third Circuit has approved the use of structured dismissals of Chapter 11 bankruptcy cases that include settlements that deviate from the Bankruptcy Code's priority system of payouts.

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  • JPMorgan Directors Spared Legal Liability in Suit Over 'London Whale'

    Directors and officers at JPMorgan Chase & Co.—one of the country's "Big Four" banking institutions—may not be held liable for losses incurred by a trader who became known as the "London Whale," the Delaware Court of Chancery decided last week, tossing the case under the business judgment rule.

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  • Setoff and Recoupment in the Context of Section 503(b)(9) Claims

    In, No. 14-12092, 2015 Bankr. LEXIS 1611 (Bankr. D. Del. May 5, 2015), the debtors filed a joint motion with a creditors' committee to reduce the allowed amounts of claims under 11 U.S.C. Section 503(b)(9), by asserting defenses of setoff and recoupment.

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  • How Collateral Estoppel Can Be Your Best Friend in Stockholder Litigation

    Two recent decisions from the Delaware Court of Chancery have dusted off the venerable doctrine of collateral estoppel to dismiss stockholder claims.

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  • Violation of Corporate Charter: Breach of Contract, Fiduciary Duties or Both

    When a company takes action through its board in violation of its certificate of incorporation, may a plaintiff stockholder bring suit against the company directly for breach of its certificate—the most important of corporate contracts between the company and its stockholders—or is a direct claim for breach of fiduciary duties against the board for causing the company to violate its certificate proper?

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  • Strine Hails Corporate Mediation Initiatives

    A Court of Chancery mediation center based in Wilmington, along with the signing of the Delaware Rapid Arbitration Act, empower the First State to offer swift and less-expensive alternatives for dispute resolution, Supreme Court Chief Justice Leo E. Strine Jr. said in his "State of the Judiciary" message delivered to the Delaware State Bar Association last week.

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  • Chancery Addresses Stock Repurchases From Activist Stockholders

    It is not uncommon these days to see an activist stockholder—whether an individual or entity (such as a hedge fund)—acquire a meaningful, but far from controlling, stock position in a corporation, and then seek to use that equity stake to exert pressure on the corporation to advocate for change.

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  • Stockholder Ratification of Compensation for Non-employee Directors

    In the Delaware Court of Chancery analyzed whether stockholder approval of a general "compensation plan subjects the self-interested payment of compensation to non-employee directors under such a plan to judicial review under a waste standard instead of an entire fairness standard."

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  • Del. Supreme Court Settles Question Over Shareholder Challenge

    Clearing up a murky area of corporate law, the Delaware Supreme Court has ruled that shareholders challenging an interest transaction that is subject to an entire fairness review must plead a non-exculpated claim against independent directors in order to keep them as defendants.

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  • Cross-Border Rulings Set Path for Massive Nortel Asset Split

    It took two judges in two different countries, with the assistance of some beefed up courtroom technology, to decide the question of how the approximately $7.3 billion in Nortel Networks assets should be split between the bankrupt company's three international estates.

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