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Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted in Approving a Merger Simply Due to the Threat of a Looming Proxy Contest Monday, December 28, 2020
In
Rudd v. Brown, et al, C.A. No. 2019-0775 MTZ (Del. Ch. Sept. 11, 2020), the Delaware Court of Chancery (the “Court”) dismissed the plaintiff’s claim that the board members and the chief financial officer of Outerwall, Inc. (the “Company”) disloyally pursued and disclosed a two-step merger, finding that the plaintiff failed to show that the defendants were conflicted, despite the potential that the director defendants would lose their seats in connection with a threatened proxy contest.
Considering all the years children â of both the young and fully grown variety â have delighted in the magic of Christmas, there shouldnât be any question about the existence of Santa Claus.
But the age-old debate remains alive and reassuring in the classic story Miracle on 34th Street, reenacted with theatric flair by Delaware Courts officials for school children and others who âZoomed inâ for virtual performances the week of Dec. 14.
More than 500 students from throughout Delaware, in grades three to five, watched as the court members âspread a little holiday cheer,â in the words of Sean OâSullivan, who handles public relations for the courts and who portrayed the postmaster. Due to the coronavirus, there were no live performances at any of the courthouses this year, although some actors were in front of their offices or in a courtroom for the presentations.
Delaware Courts once again celebrate the season with a reenactment of Miracle on 34th Street For its 17th year the reenactment took place via videoconference.
Despite the COVID-19 pandemic, the Delaware Courts this month continued its 17-year-old holiday tradition of reenacting the courtroom scene from Miracle on 34th Street for elementary school students. And just like many actual court proceedings in 2020, the hearing to determine Kris Kringle’s “competence” shifted to remote video conferencing to make sure everyone – cast and audience – stayed safe.
The Delaware State Bar Association provided key technical support this year, allowing the performance to be staged via Zoom.
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