This course will explore corporate litigation in the Court of Chancery in the context of mergers, acquisitions, and other transactional structures.
The course is divided into three parts. Part I will begin with a discussion of Delaware’s place in the world of corporate litigation and then turn to the topic of expedited deal litigation. This will include the mechanics of initiating a lawsuit to challenge a deal, together with the Court’s role in resolving preliminary and logistical issues, before turning to the substantive law governing motions for expedition and motions for preliminary or permanent injunctive relief. Finally, we will discuss the plaintiff’s role in corporate governance and recent issues in class action settlements.
Part II will focus on derivative litigation, in theory and in practice, beginning with the statutory and summary procedures available in the Court of Chancery. We will discuss high profile company catastrophes and the role of derivative litigation in that context. We will then turn to the complex derivative puzzles created by transactions and corporate structures.
In Part III, we will discuss the other route to redress in connection with transactions: appraisal. We will review the appraisal statute and questions of standing to understand who can pursue appraisal and how. We will also discuss the rise of appraisal arbitrage and explore the role of the merger price in appraisal.
In addition to reading cases, students will be asked to read parts of briefs actually filed in Delaware corporate litigation. Selected students will be assigned to discuss cases or to (informally) argue the briefed issues as assigned. Following in-class argument, we will discuss the outcome of the actual ligation. We anticipate covering one part described above on each of the three class days. Approximately half of the class time will concern issues of common-law litigation of corporate transactions.
By the end of this course, students will be familiar with the common issues arising in corporate transactional litigation; which actions may be brought directly and which must be pursued derivatively; which are statutory and which arise under the common law; and what current “hot” corporate litigation issues are currently being litigated in Delaware.