Akin Gump recently covered two important rulings made in Delaware courts in December that provide critical guidance to corporations and their boards. On December 14, 2007, the Delaware Supreme Court issued its opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund, Ltd., Case No. 565, 2016, the latest in a series of noteworthy “appraisal arbitrage” cases that made their way through Delaware Chancery Courts in 2017. For the second time in 2017, the court reversed a Chancery Court’s decision to assign little or no weight to deal price in appraisal cases, leaving some confusion as to whether or not deal price should be the default standard absent mitigating factors. Learn more by reading the client alert here.
A day earlier, on December 13, 2017, Delaware’s highest court issued its decision in In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, 2107, providing the Delaware Supreme Court’s first refinement of Delaware law regarding ratification of director self-compensation in nearly 60 years. The court ruled that directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses. With this decision, corporate directors are now on notice to provide complete details if they intend to seek stockholder approval of self-dealing actions. To read more, click here.