デラウェア州における組織再編絡みの迷惑訴訟について

Mayer Brownが最近のデラウェア州の判決によって組織再編絡みの迷惑訴訟が減るのではないかというメモランダムを出しています。

Notwithstanding the issues resolved by the Delaware Chancery Court’s holding in the Chevron case, the key factor in determining whether forum selection bylaws will be effective in reducing multi-jurisdictional litigation will be whether judges in states other than Delaware enforce such bylaws. … In the Chevron decision, the Delaware Chancery Court expressly rejected the California court’s reasoning as a matter of Delaware law. However, while non-Delaware judges presumably would not reject the Delaware Chancery Court’s interpretation of Delaware law with respect to the validity of forum selection bylaws, it is far less clear how such courts might apply the reasonableness requirement for enforcement of forum selection bylaws on a case-by-case basis.

If judges outside of Delaware enforce forum selection bylaws, absent a successful as-applied challenge, stockholder litigation in connection with a public M&A transaction involving a Delaware target corporation with a forum selection bylaw will be heard and decided in Delaware courts. Accordingly, multi-jurisdictional litigation in connection with public M&A transactions could be curbed and the inefficiencies of simultaneously defending the same claim in multiples forums, including wasteful duplication of legal expenses, would not continue to be borne by Delaware target corporations and their stockholders.

In a transcript ruling on February 28, 2013, in In re Transatlantic Holdings Inc. Shareholders Litigation, Chancellor Strine rejected a class action disclosure-only settlement that had been proposed by plaintiffs and not objected to by the defendants. Stating that additional disclosure should “contradict or meaningfully affect the flow of information in a way that’s different from what the board is suggesting,” Chancellor Strine concluded, that, despite having been given multiple opportunities, the plaintiffs had failed “to explain in any rational way why the disclosures that they had obtained were in any meaningful way of utility to someone voting on the merger.” …

On March 19, 2013, Vice Chancellor Sam Glasscock III issued a letter ruling in In re PAETEC Holding Corp. Shareholders Litigation regarding the award of attorneys fees for a previously approved disclosure–only settlement in which, as the court noted is customary for such settlements, the defendants agreed not to oppose a fee request by plaintiffs’ counsel up to a specified amount. …

Boilermakers Local 154 Retirement Fund v. Chevron Corporationは,過去に,紹介して,関連するビデオを挙げました。

また,引用中の判決のcitationsは,In re Transatlantic Holdings Inc. Shareholders Litigation, 2013 WL 1191738 (Del. Ch. Mar. 8, 2013)とIn re PAETEC Holding Corp. Shareholders Litigation, 2013 WL 1110811 (Del. Ch. Mar. 19, 2013)となります。

via Mayer Brown

Ronald Coase (1910–2013)

RIP.

Richard A. Epstein writes:

That ignorance did not remain for long. Shortly after I arrived at the University of Southern California in the summer of 1968, I ran into Michael Levine (who is now with me at NYU Law School) in Dean Dorothy Nelson’s office, and somehow the conversation turned to the year that he had just spent as a Law and Economics Fellow at the University of Chicago. Mention of Ronald brought forth a mention of the Coase Theorem and I remember my puzzled reaction to Levine’s insistence that this was an important piece of work that everyone had to take into account in dealing with legal institutions.

My reaction, I soon discovered, was similar to that of most other people who viewed this work. Indeed, the famous story about Ronald was that when he first presented this paper to the fearless law and economics group at the University of Chicago everyone thought that he was wrong — only to be persuaded by the end of the hour that Ronald had indeed seen the world correctly. It was the first of many conversions that would break in his favor.

via Truth on the Market, Truth on the Market, University of Chicago, PB.com, PB.com, PB.com, Richard A. Epstein, Tag Board, Cato Institute, The Economist, John Kay, N.Y. Times, WSJ