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Nol Pill Reloaded: Selectica, Inc. V. Versata, Inc., Robert T. Miller
Nol Pill Reloaded: Selectica, Inc. V. Versata, Inc., Robert T. Miller
Robert T Miller
This short article discusses the Chancery Court opinion in Selectica, Inc. v. Versata Enterprises, Inc., in which Vice Chancellor Noble upheld the implementation and re-loading of an NOL poison pill. I argue that, although the case is for the most part relevant only to the limited sphere of NOL pills, the court's upholding of the reloading of the pill is likely of broader significance in Delaware takeover law.
Lyondell Chemical Co. V. Ryan: Good Faith Comes To Revlon-Land, Robert T. Miller
Lyondell Chemical Co. V. Ryan: Good Faith Comes To Revlon-Land, Robert T. Miller
Robert T Miller
No abstract provided.
The Board's Duty To Monitor Risk After Citigroup, Robert T. Miller
The Board's Duty To Monitor Risk After Citigroup, Robert T. Miller
Robert T Miller
When Citigroup suffered billions of dollars in losses on subprime securities, some of its shareholders sued the bank’s directors alleging that the losses resulted from breaches by the directors of their duty to properly monitor the risks that the bank was running by holding and dealing in such securities. After the Delaware Court of Chancery dismissed the complaint on the pleadings, many academic commentators argued that the court should have taken the opportunity to articulate more stringent legal standards governing director oversight. This contribution to a symposium at the University of Pennsylvania Law School argues that any significant expansion of …