rigid rule in Delaware

2024But “[t]he range of fairness permits a court to give some degree of deference to fiduciaries who have acted properly; it is not a rigid rule that permits controllers to impose barely fair transactions.” 381 Thus, “[t]he range of fairness concept has most salience when the controller has established a process that simulates arm’s-length bargaining, supported by appropriate procedural protections.” 382 Similarly, this Court has noted in prior decisions that, although price may fall within the range of fairness, a clear failure to show fair process may leave the Court unconvinced that the fiducia

2024“The range of fairness permits a court to give some degree of deference to fiduciaries who have acted properly; it is not a rigid rule that permits controllers to impose barely fair transactions.” Id. at 466 .

2024The true test of financial fairness is whether “the minority stockholder shall receive the substantial equivalent in value of what he had before.” 39 Before the Transaction, the minority stockholders held a proportionate interest in a company that owned two businesses: a bad business (Hometown), and a good business (Outlet). 38 Cinerama, Inc. v. Technicolor, Inc. (Technicolor Plenary III), 663 A.2d 1134, 1143 (Del.

2015When evaluating the fair price aspect of the entire fairness standard of review, the court considers whether the transaction was one ―that a reasonable seller, under all of the circumstances, would regard as within a range of fair value; one that such a seller could reasonably accept.‖23 ―A court readily could conclude that a price fell within the range of fairness and would not support fiduciary liability, and yet the point calculation demanded by the appraisal statute could yield an award in excess of the merger price.‖24 ―The range of fairness permits a court to give some degree of deferenc

2015In certain circumstances, defense counsel must “do more” to uncover mitigating evidence.102 Because Cabrera Trial Counsel’s strategy relied on the undeveloped information obtained in the Otero Trial mitigation investigation supplemented by the Rockford Report, without more, its performance fell below an objective standard of reasonableness.103 The first prong of Strickland is satisfied. 101 See Strickland, 466 U.S. at 691 (“[W]hen a defendant has given counsel reason to believe that pursuing certain investigations would be fruitless or even harmful, counsel’s failure to pursue those investigat

2015In certain circumstances, defense counsel must “do more” to uncover mitigating evidence.102 Because Cabrera Trial Counsel’s strategy relied on the undeveloped information obtained in the Otero Trial mitigation investigation supplemented by the Rockford Report, without more, its performance fell below an objective standard of reasonableness.103 The first prong of Strickland is satisfied. 101 See Strickland, 466 U.S. at 691 (“[W]hen a defendant has given counsel reason to believe that pursuing certain investigations would be fruitless or even harmful, counsel’s failure to pursue those investigat

2015In certain circumstances, defense counsel must “do more” to uncover mitigating evidence.102 Because Cabrera Trial Counsel’s strategy relied on the undeveloped information obtained in the Otero Trial mitigation investigation supplemented by the Rockford Report, without more, its performance fell below an objective standard of reasonableness.103 The first prong of Strickland is satisfied. 101 See Strickland, 466 U.S. at 691 (“[W]hen a defendant has given counsel reason to believe that pursuing certain investigations would be fruitless or even harmful, counsel’s failure to pursue those investigat

2015In certain circumstances, defense counsel must “do more” to uncover mitigating evidence.102 Because Cabrera Trial Counsel’s strategy relied on the undeveloped information obtained in the Otero Trial mitigation investigation supplemented by the Rockford Report, without more, its performance fell below an objective standard of reasonableness.103 The first prong of Strickland is satisfied. 101 See Strickland, 466 U.S. at 691 (“[W]hen a defendant has given counsel reason to believe that pursuing certain investigations would be fruitless or even harmful, counsel’s failure to pursue those investigat

2024As a remedy, the court could award a “fairer price” or rescissory damages.90 “The range of fairness concept has most salience when the controller has established a process that simulates arm’s-length bargaining, supported by appropriate procedural protections.”91 “The range of fairness permits a court to give some degree of deference to fiduciaries who have acted properly; it is not a rigid rule that permits controllers to impose barely fair transactions.”92 The true test of financial fairness is whether “the minority stockholder shall receive the substantial equivalent in value of what he had

2024As a remedy, the court could award a “fairer price” or rescissory damages.90 “The range of fairness concept has most salience when the controller has established a process that simulates arm’s-length bargaining, supported by appropriate procedural protections.”91 “The range of fairness permits a court to give some degree of deference to fiduciaries who have acted properly; it is not a rigid rule that permits controllers to impose barely fair transactions.”92 The true test of financial fairness is whether “the minority stockholder shall receive the substantial equivalent in value of what he had

2023The Delaware Supreme Court stated in Eagle Force I that in determining whether a party intended to be bound by a contract, “the court reviews the evidence that the parties communicated to each other up until the time that the contract was signed—i.e., their words and actions—including the putative contract itself.” 187 A.3d at 1229–30; see id. at 1230 (“Whether both of the parties manifested an intent to be bound is to be determined objectively based upon their expressed words and deeds as manifested at the time rather than their after-the-fact professed subjective intent.” (quoting Black Hors

2023The Delaware Supreme Court stated in Eagle Force I that in determining whether a party intended to be bound by a contract, “the court reviews the evidence that the parties communicated to each other up until the time that the contract was signed—i.e., their words and actions—including the putative contract itself.” 187 A.3d at 1229–30; see id. at 1230 (“Whether both of the parties manifested an intent to be bound is to be determined objectively based upon their expressed words and deeds as manifested at the time rather than their after-the-fact professed subjective intent.” (quoting Black Hors

2015Ch. 1994) (Allen, C.), aff’d, Technicolor Plenary IV, 663 A.2d 1156 ; accord Tremont I, 1996 WL 145452 , at *1 (―A fair price is a price that is within a range that reasonable men and women with access to relevant information might accept.‖). 24 Reis, 28 A.3d at 466 ; compare Technicolor Plenary IV, 663 A.2d at 1176‐77 (affirming that merger consideration of $23 per share was entirely fair), with Cede & Co. v. Technicolor, Inc., 884 A.2d 26, 30 (Del. 2005) (awarding fair value in appraisal of $28.41 per share). 25 Id.; see, e.g., M.P.M.

2015Ch. 1994) (Allen, C.), aff’d, Technicolor Plenary IV, 663 A.2d 1156 ; accord Tremont I, 1996 WL 145452 , at *1 (―A fair price is a price that is within a range that reasonable men and women with access to relevant information might accept.‖). 24 Reis, 28 A.3d at 466 ; compare Technicolor Plenary IV, 663 A.2d at 1176‐77 (affirming that merger consideration of $23 per share was entirely fair), with Cede & Co. v. Technicolor, Inc., 884 A.2d 26, 30 (Del. 2005) (awarding fair value in appraisal of $28.41 per share). 25 Id.; see, e.g., M.P.M.

2015Ch. 1994) (Allen, C.), aff’d, Technicolor Plenary IV, 663 A.2d 1156 ; accord Tremont I, 1996 WL 145452 , at *1 (―A fair price is a price that is within a range that reasonable men and women with access to relevant information might accept.‖). 24 Reis, 28 A.3d at 466 ; compare Technicolor Plenary IV, 663 A.2d at 1176‐77 (affirming that merger consideration of $23 per share was entirely fair), with Cede & Co. v. Technicolor, Inc., 884 A.2d 26, 30 (Del. 2005) (awarding fair value in appraisal of $28.41 per share). 25 Id.; see, e.g., M.P.M.