IN THIS EDITION

May 2012
DOWNLOAD NOW
DELAWARE CHANCERY COURT ENTERS $1.263 BILLION AWARD AGAINST CONTROLLING SHAREHOLDER IN MERGER CHALLENGE SUIT

read more

THE ERISA MOENCH PRESUMPTION - A TALE OF TWO CIRCUITS

By James T. Hynes

In 1995, in a case involving an employee stock ownership plan ("ESOP"), the Third Circuit Court of Appeals established a presumption that defined contribution plan fiduciaries do not breach their fiduciary duty of prudence by maintaining an investment option in employer stock, so long as the plan documents mandate, or at least encourage, a plan investment option for employer stock. The case was captioned Moench v. Robertson,62 F.3d 553 (3rd Cir. 1995), and the presumption became known as the Moench presumption. 

read more

DELAWARE CHANCERY COURT ENTERS $1.263 BILLION AWARD AGAINST CONTROLLING SHAREHOLDER IN MERGER CHALLENGE SUIT

By Rosalie A. Koenig

In a post-trial decision dated October 14, 2011, the Delaware Chancery Court entered a $1.263 billion award against a controlling shareholder in In Re Southern Peru Copper Corporation Shareholder Derivative Litigation, 30 A.3d 60 (Del.Ch. 2011). The court ruled that a publicly-traded corporation’s acquisition of a private company owned by the corporation’s controlling shareholder did not satisfy the “entire fairness” standard, and it entered an award of damages against the controlling shareholder equal to the difference between what the corporation paid for the private company and what the private company was actually worth.