Author Archives: Tara Pakrouh

Material or Not: Can Failure to Disclose Under S-K Item 303 Give Rise to a Fraud Class Action?

Sabrina M. Hendershot A new question has arisen in the realm of securities litigation: does an alleged failure to make disclosure under Item 303 of Regulation S-K in a filing with the Securities Exchange Commission (“SEC”) give rise to a … Continue reading

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Accelerated Arbitration Rejuvenation: State Passes the Delaware Rapid Arbitration Act

Alexander Bonder Besieged by legal obstacles, Delaware’s alternative dispute resolution method for business matters, 10 Del. C. § 349, came to a complete halt in 2013.  Fortunately, the General Assembly has rebounded with the passage of the Delaware Rapid Arbitration … Continue reading

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Proposed Amendments to Delaware’s Appraisal Statute: How Much Do They Matter?

Jacob Fedechko Delaware appraisal litigation has been receiving its fair share of attention from commentators and the judiciary.  Now it is time for the legislature to enter the mix.  In response to the controversy surrounding “appraisal arbitrage,” the Delaware Bar … Continue reading

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Tax Avoidance Trends Among Multinational Enterprises: An Examination of Intellectual Property Transaction and Corporate Income Tax Avoidance

Brian J. King It is no secret that large multinational enterprises (“MNEs”), a large percentage of which are Delaware corporate entities, have long been on the cutting edge of clever ways to minimize, if not avoid, tax liability. Information and misinformation abound … Continue reading

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3M Cogent Appraisal Litigation—Stock Based Compensation as a Factor in the Discounted Cash Flow Analysis—Parsons’s Side of the Table

Alex Faris In mid-2013, Vice Chancellor Donald F. Parsons issued an opinion regarding the fair value of Cogent, which was acquired by 3M in December of 2010. Stockholders of Cogent filed suit against the board of the newly formed 3M Cogent, … Continue reading

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Stock-Based Compensation as a Cash Expense in Appraisal Rights Litigation

John Gentile Appraisal rights litigation has been steadily rising in both the number of petitions filed and the dollar amounts at stake. Historically, appraisal rights litigation has been considered risky due to the wide discretion the court has under statute … Continue reading

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Appraisal “Arbitrage”: Give It Another Name, But Let It Continue

Thomas H. Kramer Two recent decisions from the Court of Chancery of Delaware have generated calls for legislative action to revise Delaware’s appraisal statute, 8 Del. C. § 262. Appraisal, once a relatively obscure statutory remedy for the loss of … Continue reading

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Putting a Stop to Appraisal Arbitrage

William J. Burton In two recent opinions, the Delaware Court of Chancery wrestled with an important question regarding appraisal litigation. Namely, the court faced the issue of whether under 8 Del. C. § 262, a beneficial owner who acquires shares … Continue reading

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RadioShack: Only the Relevant Survive

Michael Van Gorder and Tara C. Pakrouh On February 5, 2015, RadioShack Corporation (“RadioShack”), along with several of its affiliates, filed for Chapter 11 Bankruptcy protection. RadioShack had considered filing for bankruptcy for quite some time. Now that RadioShack has … Continue reading

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Lehman Brothers Holdings, Inc. v. Spanish Broadcasting Systems, Inc.: Anything You Don’t Say or Do May Be Used Against You

Tara C. Pakrouh In a recent order, the Delaware Supreme Court affirmed a Delaware Court of Chancery determination that Lehman Brothers Holdings, Inc. (“Lehman”), acquiesced to an alleged violation of Lehman and Spanish Broadcasting System, Inc.’s (“SBS”) Certificate of Designation … Continue reading

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