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The Dangers Of Equitable Remedies, Mary Siegel
The Dangers Of Equitable Remedies, Mary Siegel
Articles in Law Reviews & Other Academic Journals
Introduction: "While Delaware jurisprudence is renowned for its clarity and sophistication, one area of its corporate case law is, by design, uncharacteristically ambiguous: equitable remedies. One Delaware judge summarized his equitable powers as follows: " [T]his court will use its 'broad discretion to tailor [a remedy] to suit the situationas it exists.' As Delaware has long recognized, 'the Court of Chancery [has] the inherent powers of equity to adapt its relief to the particular rights and liabilities of each party." The most well known of the equitable remedies is the Schnell doctrine, which allows the court to invalidate conduct that …
Going Private: Three Doctrines Gone Astray, Mary Siegel
Going Private: Three Doctrines Gone Astray, Mary Siegel
Articles in Law Reviews & Other Academic Journals
Introduction: "Much attention has been devoted to the seeming inconsistency in the Delaware Supreme Court's holdings that predicate the choice of monitor governing a going-private transaction based on the form of the transaction. Weinberger v. UOP, Inc.' is the beacon of going private law, requiring controlling shareholders in a conflict-of-interest long-form merger to prove the entire fairness of that transaction. Kahn v. Lynch Communication Systems, Inc. reinforced Weinbergds holding by requiring the entire fairness monitor in long-form mergers even where the controlling shareholders have provided a method to immunize their controlling influence. Against this stalwart adherence to the entire fairness …