Tag: Ruby R. Vale Interschool Corporate Competition

by Caitlin Mil­lat*

Does a board of direc­tors’ pow­er to direct a cor­po­ra­tion allow it to tie its own hands in the course of nego­ti­at­ing debt agree­ments? In this Con­tri­bu­tion, Caitlin Mil­lat (’18) ana­lyzes the prob­lem of dead-hand proxy puts under Delaware law, con­sid­er­ing whether these pro­vi­sions are ever allowed, and if they are, under what stan­dard of scruti­ny they should be reviewed. This con­tri­bu­tion argues that dead-hand proxy put pro­vi­sions should be eval­u­at­ed under the busi­ness judg­ment rule, not the Uno­cal enhanced scruti­ny standard.

by Natal­ie Noble*

Should a board of direc­tors of a par­ent com­pa­ny owe fidu­cia­ry duties not just to its share­hold­ers, but also to the share­hold­ers of com­pa­nies involved in lim­it­ed part­ner­ships with one of its sub­sidiaries? In this Con­tri­bu­tion, Natal­ie Noble (’18) dis­cuss­es the impli­ca­tions of In re USACafes, L.P. Lit­i­ga­tion, in which the Delaware Chancery Court held that the board of direc­tors of a cor­po­ra­tion engaged in a lim­it­ed part­ner­ship owe fidu­cia­ry duties to the lim­it­ed part­ner­ship and the lim­it­ed part­ners. This Con­tri­bu­tion argues that the USACafes doc­trine should be aban­doned because it dis­cour­ages free­dom of con­tract, dis­suades investors from financ­ing new enter­pris­es, and con­tra­venes bedrock doc­trines of cor­po­rate law.

by Nathaniel Kiechel*

Are investors pre­clud­ed from engag­ing in appraisal arbi­trage under Delaware law, if its shares are reti­tled under the “street name” of a dif­fer­ent Depos­i­to­ry Trust Com­pa­ny par­tic­i­pant before the effec­tive date of a merg­er? Nate Kiechel (’17) exam­ines this ques­tion, as pre­sent­ed in the 2016 Annu­al Ruby R. Vale Inter­school Moot Court Com­pe­ti­tion, held at Widen­er Uni­ver­si­ty Delaware Law School. Delaware’s statu­to­ry def­i­n­i­tion of “stock­hold­er” has failed to account for tech­no­log­i­cal advances in under­ly­ing mar­ket sys­tems, cre­at­ing uncer­tain­ty for appraisal arbi­trage investors. This Con­tri­bu­tion argues that these arbi­trageurs should be per­mit­ted to retain their right to the appraisal rem­e­dy despite under­ly­ing process­es that may result in their shares being reti­tled, and urges the Delaware Gen­er­al Assem­bly to adopt a def­i­n­i­tion of “stock­hold­er” that bet­ter reflects these process­es and accords with the cor­re­spond­ing def­i­n­i­tion in fed­er­al secu­ri­ties laws.