• Jacobs v. Akademos, Inc.

    Publication Date: 2024-11-12
    Practice Area: Mergers and Acquisitions
    Industry: E-Commerce | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Elizabeth A. Sloan, Ballard Spahr LLP, Wilmington, DE; Jason C. Spiro, Thomas M. Kenny, Marissa DeAnna, Spiro, Harrison & Nelson, Montclair, NJ for plaintiffs.
    for defendant: Geoffrey G. Grivner, Kody M. Sparks, Buchanan Ingersoll & Rooney PC, Wilmington, DE; Geoffrey G. Grivner, Kody M. Sparks, Buchanan Ingersoll & Rooney PC, Wilmington, DE; Gavin J. Rooney, Lowenstein Sandler LLP, New York, NY for defendants.

    Case Number: 2021-0346-JTL

    Court rejected appraisal and breach of fiduciary duty claims where the record evidence demonstrated that plaintiff common stockholders' equity was worthless at the time of the merger as the company's investor's liquidation and redemption rights exceeded the company's reasonable value.

  • Campus Eye Mgmt. Holdings, LLC v. DiDonato

    Publication Date: 2024-09-17
    Practice Area: Corporate Governance
    Industry: Health Care | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: David J. Margules, Elizabeth A. Sloan, Steven L. Becton, II, Ballard Spahr LLP, Wilmington, DE for plaintiff.
    for defendant: Mary F. Dugan, Emily V. Burton, Tanner C. Jameson, Alan C. Cardenas-Moreno, Young Conaway Stargatt & Taylor LLP, Wilmington, DE for defendant.

    Case Number: 2024-0121-LWW

    Court upheld transaction involving merger of operating subsidiary and amendment of its LLC agreement to remove manager, where the relevant LLC agreements and the LLC Act authorized the actions taken to facilitate the transaction.

  • May 2, 2024 | The Legal Intelligencer

    Qualified Personal Residence Trusts: An Estate Planner's Tool in a High Interest Rate Environment

    QPRTs are most appealing for individuals who have, or will have, a taxable estate for estate tax purposes at the time of their death.

    8 minute read

  • February 5, 2024 | The Legal Intelligencer

    Gifting: A Powerful Tool for an Effective Estate Planning Strategy

    Regardless of one's level of wealth, gifting is an important tool for an effective estate planning strategy. Individuals have many potential gifting options, both simple and complex, that may be utilized to pass wealth down to lower generations and reduce the size of one's taxable estate to avoid estate and inheritance tax at death.

    8 minute read

  • January 31, 2023 | The Legal Intelligencer

    New Year, Fresh Start: Tax-Planning Tools for Fiduciary Income Tax

    Although last year has come to a close, fiduciaries still have some tools at their disposal that they can use to minimize last year's tax bill to estates, trusts and beneficiaries.

    8 minute read

  • December 29, 2022 | The Legal Intelligencer

    Estate Planning for the Entrepreneur and Business Owner: Planning Early and Often

    Early and often estate planning is essential for business owners and entrepreneurs. With proper planning, business owners and entrepreneurs can save themselves time and expense in the future, and position themselves for extraordinary success as their business grows.

    8 minute read

  • September 7, 2022 | The Legal Intelligencer

    Getting SECURE With Recent Changes in Retirement Planning

    Just when planners began to feel more secure with the SECURE Act, on Feb. 23, the Internal Revenue Service issued proposed regulations that were aimed at clarifying the provisions of the SECURE Act but which surprised many planners with new interpretations of the SECURE Act.

    8 minute read

  • July 28, 2022 | The Legal Intelligencer

    Defying Gravity: Estate Planning in a High(er) Interest Rate Environment

    Anyone who has ever taken a ride on a roller coaster knows that what goes up must come down. Gravity is the force that keeps us grounded and assures that nothing strays too far from earth. Interest rates, however, are not subject to the laws of gravity, and as inflation continues, interest rates will continue to defy gravity.

    8 minute read

  • BCIM Strategic Value Master Fund LP v. HFF, Inc.

    Publication Date: 2022-02-15
    Practice Area: Deals and Transactions
    Industry: Financial Services and Banking | Investments and Investment Advisory | Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: David J. Margules, Elizabeth A. Sloan, Jessica C. Watt, Ballard Spahr LLP, Wilmington, DE; Stephen Brauerman, Emily A. Letcher, Bayard PA, Wilmington, DE; William B. Igoe, Philadelphia, PA for petitioner.
    for defendant: William M. Lafferty, Ryan D. Stottmann, Sarah P. Kaboly, Morris, Nichols, Arsht & Tunnell LLP, Wilmington DE; Marc J. Sonnenfeld, Laura H. McNally, Morgan, Lewis & Bockius LLP, Philadelphia, PA for respondent.

    Case Number: D69710

    The court, in the appraisal action, determined the fair value of the respondent and gave heavy weight to the deal price.

  • RCS Creditor Trust v. Schorsch

    Publication Date: 2020-04-08
    Practice Area: Discovery
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Philip Trainer, Jr. and Marie M. Degnan, Ashby & Geddes, Wilmington, DE; John P. Coffey, Gregory A. Horowitz and Anna K. Ostrom, Kramer Levin Naftalis & Frankel, New York, NY for plaintiff.
    for defendant: Elizabeth A. Sloan and Brittany M. Giusini of Ballard Spahr LLP, Wilmington, DE; Michael C. Miller, Evan Glassman, Michael G. Scavelli, Steptoe & Johnson LLP, New York, NY; Mark Murphy, Steptoe & Johnson LLP, Washington, DC for defendant Block. Daniel A. Mason, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, DE; Allan J. Arffa, Gregory F. Laufer and Jeremy A. Benjamin, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, NY for remaining defendants.

    Case Number: D68939

    Communications between plaintiff's counsel and a third party were subject to the attorney-client privilege based on the com-mon interest doctrine. Motion to compel denied.