In its spring 2008 issue, the NYU Journal of Law & Business published BLB&G Partner Mark Lebovitch and associate Laura Gundersheim’s law review article entitled, “’Novel Issues’ or a Return to Core Principles? Analyzing the Common Link Between the Delaware Chancery Court’s Recent Rulings in Option Backdating and Transactional Cases.”
The law review article discusses the reasons behind the Delaware Chancery Court’s recent assertiveness over jurisdiction in cases arising from option backdating derivative suits and M&A class actions. Mr. Lebovitch and Ms. Gundersheim argue that, even though the Court justifies its assertiveness by “emphasizing that the issues presented were ‘novel’ and particularly important to the development of Delaware’s corporate law,” the real reason for the Court’s activism may be that it is seeking to protect its central role over shareholder cases, particularly those which raise questions regarding the good faith conduct of corporate officers and directors, and a desire to simplify the legal landscape surrounding the business judgment rule. According to the writers, the Court’s willingness to handle these cases “marked a deliberate effort to simplify the legal landscape surrounding the application of the business judgment rule, with potentially far-reaching and significant ramifications.”
Click below to read the entire article.