Delaware Court of Chancery

Benchslap of the Day: With All Due Respect, Please STFU

By

Chancellor Leo E. Strine Jr.

We remind Delaware judges that the obligation to write judicial opinions on the issues presented is not a license to use those opinions as a platform from which to propagate their individual world views on issues not presented. …

To the extent Delaware judges wish to stray beyond those issues and, without making any definitive pronouncements, ruminate on what the proper direction of Delaware law should be, there are appropriate platforms, such as law review articles, the classroom, continuing legal education presentations, and keynote speeches.

– The Delaware Supreme Court, in an en banc decision, stepping away from the case at hand in Gatz Properties v. Auriga Capital to comment on Delaware Court of Chancery Chancellor Leo E. Strine’s tendency to make rather colorful comments and observations in his opinions.

(Continue reading for one of Chancellor Strine’s most recent greatest hits, which came in the form of an awesome courtroom digression.)

double red triangle arrows Continue reading “Benchslap of the Day: With All Due Respect, Please STFU”

25 Comments

Quote of the Day: U Rich, Bro?

By

Gotta have that entourage.

The world is diverse enough that it is conceivable that a mogul who needed to address an urgent debt situation at one of his coolest companies (say a sports team or entertainment or fashion business), would sell a smaller, less sexy, but fully solvent and healthy company in a finger snap (say two months) at 75% of what could be achieved if the company sought out a wider variety of possible buyers, gave them time to digest non-public information, and put together financing.

In that circumstance, the controller’s personal need for immediate cash to salvage control over the financial tool that allows him to hang with stud athletes, supermodels, hip hop gods, and other pop culture icons, would have been allowed to drive corporate policy at the healthy, boring company and to have it be sold at a price less than fair market value, subjecting the minority to unfairness.

– Delaware Court of Chancery Chancellor Leo E. Strine Jr., rejecting lawsuits claiming that Hansjoerg Wyss, the chairman of Synthes, shortchanged shareholders when he sold the company to Johnson & Johnson.

16 Comments