Shareholders now sue in 8 out of every 10 deals

BVWireIssue #111-1
December 7, 2011

Law professors met last month with members of the country’s premier business court—the Delaware Court of Chancery—at Columbia University Law School in New York City to reveal how their research may be impacting the court’s decisions on statutory appraisals, dissenting shareholder rights, directors’ fiduciary duties, and more. In particular, a study by Prof. Steven Davidoff (Ohio State Univ.) shows that a decade ago, only one in 10 public company deals resulted in litigation. In 2010, the litigation rate among deals spiked to 84%, according a summary of the conference by Corporate Counsel.

“It is really spectacular growth,” said attorney William Savitt, a partner at event co-sponsor Wachtell Lipton Rosen & Katz. “It shows no sign of slowing.” However, the Delaware Chancery court is not attracting its proportionate share of this rising tide, said Prof. Bernard Black (Northwestern Univ.), who presented recent data to support this finding. To explain this trend, Prof. Black could only guess that the court’s recent efforts to discourage “bad cases” through “anti-plaintiff lawyer rhetoric” and fee cuts may be prompting attorneys to file even good cases in other state courts. That may also reduce the court’s high-profile reputation and its quasi-regulatory role, according to another commentator at the conference.

To keep up with important valuation precedent from this preeminent corporate tribunal, tune in tomorrow, Thursday, Dec. 8, to Delaware Chancery Roundtable: Views from the Bench, Council & Witness Stand. In this special two-hour webinar, Neil Beaton (Grant Thornton) and Kevin R. Shannon (Potter Anderson & Corroon) will ask Vice Chancellor Donald F. Parsons Jr. what the Chancery court expects from financial experts, their valuation methods, conclusions, and credibility.

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