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
Continuing New Jersey’s efforts to eliminate and to hold employers accountable for employee misclas...
Read More >
What’s the Deal? Special purpose acquisition companies (“SPACs”), commonly referred to as “blan...
Read More >
Background - On January 13, 2020, the U.S. Department of Treasury, on behalf of the Committee on Fo...
Read More >
Prior to July 2nd, New Jersey’s Medical Cannabis Act lacked protections for employees’ off-duty me...
Read More >
The origins of the FIDIC suite - The Fédération Internationale Des Ingénieurs-Conseils (FIDIC) was ...
Read More >
Review your arbitration programs now, and consider making changes by year-end. (Part 1 of a two-par...
Read More >