17Sep
Chancery Rules Failure to Disclose “Intrinsic Value” Precludes Corwin Defense – But Does Not Necessarily Suggest a Breach of the Duty of Loyalty
In In re USG Corp. S’holder Litig., 2020 WL 5126671 (Del. Ch. Aug. 31, 2020), the Court of Chancery granted the director-defendants’ motions to dismiss post-closing money damages claims arising out of the sale of USG Corporation (“USG”) for less than what USG’s directors allegedly thought was its intrinsic value. Although the failure to disclose such “intrinsic value” prevented dismissal under Corwin v. KKR Financial Holdings, LLC, 125 A.3d 304 (Del. 2015), Vice Chancellor Sam Glasscock III held...
By:
Morris James LLP
Related
The unprecedented health crisis arising from the novel Coronavirus disease (“COVID-19”) and measur...
Read More >
UPDATED February 3, 2020. As we stated in our January 27th Alert, employers must continue monitoring...
Read More >
In the age of globalization and international trade, transportation and logistics have become hot to...
Read More >
Section 220 of the Delaware General Corporation Law affords stockholders a qualified right to inspec...
Read More >
On 22 December 2020, on a divided vote, the Federal Trade Commission (FTC or the Commission) issued ...
Read More >
Ever since defined contribution plans have come to dominate the retirement plan landscape, both plan...
Read More >