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CALIFORNIA CORPORATE & SECURITIES LAW

California Judge Troubled By Trulia Refuses To Approve Settlements

Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done?  According to Kevin, “deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts”.  He attributes this shift to decisions by the Delaware courts, including Chancellor Andre G. Bouchard’s refusal to approve a disclosure-only settlement of a merger lawsuit.  In…

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He Had A Vice President’s Title And The Company Identified Him As “Management”, But He Was No Officer

Delaware attorney Francis Pileggi recently wrote about a ruling in the Court of Chancery concerning Nevada’s private corporation law.  The case, Eric Pulier v. Computer Sciences Corp., et al., C.A. No. 12005-CB, hearing (Del. Ch. May 12, 2016), arose from Computer Science Corporation’s acquisition in 2013 of Agility Platform, Inc., which was formerly known as ServiceMesh, Inc. After…

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When It Comes To Director Compensation, California Is Not Delaware

Yesterday, I wrote about my disagreements with the approach to director compensation adopted by the Delaware Court of Chancery in Calma v. Templeton, 114 A.3d 563 (Del. Ch. 2015) and Seinfeld v. Slager, 2012 Del. Ch. LEXIS 139 (June 29, 2012).  In both cases, the Court ruled that the rigorous “entire fairness” standard of review applies to director’s who receive grants…

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