In a decision that has implications for determining what constitutes a controlling Board interest, the Delaware Court of Chancery denied a motion to dismiss a suit alleging that Tesla's Board of Directors and its Chairman and CEO Elon Musk breached their fiduciary duties by approving the acquisition of SolarCity.
In three recent appraisal decisions, Delaware Courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses and the unaffected market price to make that determination.
The Delaware Chancery Court decision serves as a powerful reminder of the broad freedom of contract that Delaware law accords entities such as LLCs. The decision offers the promise of great latitude to contracting parties and the threat of serious pitfalls for parties that fail to carefully protect their interests in the agreement.
Cadwalader attorneys reviewed a recent decision by the Delaware Court of Chancery that offers insight into the factors a court will consider persuasive in determining whether an enforceable oral contract has been formed between parties.
Two recent decisions from the Delaware Court of Chancery reached opposite results in the application of the business judgment rule under the Delaware Supreme Court's holding in Corwin v. KKR Financial Holdings LLC.