In a significant decision that clarifies the standards for determining controlling stockholder status, the Delaware Court of Chancery dismissed claims against AstraZeneca and Viela Bio’s directors in connection with Viela’s $3 billion sale to Horizon Therapeutics. The case, Sciannella v. AstraZeneca UK Limited et al., addressed whether AstraZeneca, which held a 26.7% stake
Merger
Merger Misfire: Cephalon Shareholders’ CVR Claims Fizzle in Delaware
By Carl D. Neff on
In a recent decision that underscores the importance of precise contract language in M&A deals, the Delaware Court of Chancery dealt a blow to former Cephalon shareholders seeking a post-merger payday. The case, Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch.), centered on the interpretation of contingent value rights (CVRs) issued as…
Section 220 Inspection Demand to Investigate Merger Process Granted
By Carl D. Neff on
Books and records inspection demands commonly arise in connection with a major transaction of a Delaware corporation, including a merger. The decision of Kosinski v. GGP, Inc., C.A. No. 2018-0540-KSJM (Del. Ch. Aug. 29, 2019) involved such a demand to investigate mismanagement, including whether plaintiff had established a “credible basis” to infer mismanagement.
In…
Delaware Chancery Holds that Merger Caused Stockholder to Lose Standing to Pursue Section 220 Books and Records Demand
By Carl D. Neff on
In the recent decision of Swift v. Houston Wire & Cable Co., C.A. No. 2021-0525-LWW (Del. Ch. Dec. 3, 2021), the Delaware Court of Chancery considered whether a plaintiff lacked standing to inspect a Delaware corporation’s books and records under 8 Del. C. § 220 when the complaint was filed just hours after a…