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On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan or so-called “poison pill” with a 5% trigger
1 that The Williams Companies, Inc. (“Williams” or the “Company”) adopted at the beginning of the COVID-19 pandemic. In a lengthy post-trial opinion, Vice Chancellor McCormick reviewed the rights plan under the
Unocal standard and determined that the members of the Williams board of directors breached their fiduciary duties by adopting it, rendering it unenforceable.
The decision is a reminder that although rights plans remain an important tool, boards of directors should carefully consider and evaluate them before adoption based on a company’s particular facts and circumstances.
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Chancery Seems Skeptical Of UpCounsel Investor Claims
Law360 (March 4, 2021, 3:58 PM EST) A Delaware vice chancellor said Thursday she wasn t very persuaded by some arguments from an investor seeking derivative damages from the top figures of online legal services venture UpCounsel Inc., who the investor says licensed away the heart of the company without adequate disclosures before folding the business.
During a teleconference case dismissal hearing, Vice Chancellor Kathaleen S. McCormick pressed Ann M. Kashishian of Kashishian Law LLC, counsel for the investor, to explain arguments that UpCounsel s board acknowledged and actually acceded to some pre-suit demands from the stockholder despite allegations in the suit that demands would have been futile and were.
An "extreme" poison pill anti-takeover measure adopted by pipeline giant The Williams Cos. last year was struck down by Delaware's Chancery Court on Friday, with a vice chancellor finding that directors failed to show the measure was a reasonable response to a specific concern.
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Atty Seeks Quick Chancery Fee Ruling In NFL-Related Scrum
Law360 (February 1, 2021, 10:36 PM EST) An attorney caught in a legal fee dispute among owners of the Washington Football Team urged a Delaware vice chancellor on Monday to rule completely in-bounds his bid for director legal fee advancement and indemnification from real estate venture Comstock Holding Cos. Inc.
During a videoconference summary judgment argument before Vice Chancellor Kathaleen S. McCormick, Peter J. Walsh of Potter Anderson & Corroon LLP, counsel to Norman D. Chirite, a longtime attorney to WFT majority owner Daniel Snyder, said Chirite s service as a Comstock director obliged Comstock to advance or reimburse or cover expenses tied to his legal representation in state.