Corporate Governance

Of Pilgrims and Puritans and the Role of Delaware Courts: In re Revlon

By J Robert Brown Jr.

We've been busy with other matters but need to turn to a truly remarkable opinion, In re Revlon Shareholders Litigation, another bit of evidence that VC Laster does not intend to be a shrinking violet on the Delaware Chancery Court. 

The catalyst for the sometimes sarcastic 44 page tome was a motion before VC Laster to revise the leadership structure for the firms representing plaintiffs.  The Vice Chancellor used the motion as a template to criticize the sometimes cozy relationship between plaintiffs and defendants and summarily replaced plaintiffs' counsel.  

He did so, however, by essentially impugning the entire plaintiffs' bar, referring to pejorative characterizations used by the defense bar (and never before appearing in a published opinion, at least not in Delaware) and coming up with some of his own.  Most importantly, he entirely ignored the role of the Delaware courts in creating the very dynamic that he criticized. 

We will explore the decision over the next few posts.  Primary materials are, as usual, posted on the DU Corporate Governance website.

Full post as published by The Race to the Bottom on April 29, 2010 (boomark / email).