[This might look familiar, since we sent out this email message at this time last year, but lots of folks liked it, so why argue?]
It's a little like Vegas, since folks go there to gamble, too, but instead of a casino bettors hang out in Delaware Chancery Court. And, the players don't keep secrets that stay there, but instead create precedents that affect corporate law and governance across the country.
Two outstanding sources compiled the best and worst wagers (yeah, it's getting old already, didn't start well in the first place, so I'll stop here) from 2011:
Each highlights the most important Delaware Chancery and Supreme Court decisions last year. Pileggi lists a total of 37 important cases, highlighting fiduciary duty (Revlon) related to a company sale, shareholder meeting obligations, and numerous other subjects.
Brown identifies the worst five for investors (Keyser v. Curtis eroding the Blasius standard, American Mining on director independence, CLPF v. News Corp. on Section 220 demands, Zucker and Seinfeld compensation cases, and a non-case, involving a concern over the lack of racial and gender diversity in the Delaware courts), in a series of blog posts. He observes that in reviewing "decisions from the prior year that were the least favorable to shareholders... [t]here are, as usual, a bounty of choices."
This is important stuff for all investors, and interesting in its detail to attorneys (of course), investors with Delaware companies in their portfolio, and governance aficionados. Both complement nicely our review of 2012 for activist investors, and our preview of 2013. Pileggi and Brown cover the highlights succinctly and accessibly, and are worth your time.
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