Corporate Governance

Of Pilgrims and Puritans and the Role of Delaware Courts: In re Revlon (The Saga Continues)

By J Robert Brown Jr.

Although having replaced counsel, VC Laster's ire has not been satiated.  He has instructed replacement counsel to conduct an investigation and given them a specific charge.  As the opinion instructs:

At a minimum, New Counsel should explore the following issues using traditional written discovery methods and through depositions:

• The degree of factual and legal investigation conducted by Old Counsel prior to filing the litigation, commencing settlement discussions, agreeing to the MOU, and agreeing to the Amended MOU;
• The number of hours expended by Old Counsel during the various phases of the case;
• The course of the negotiations giving rise to the MOU and Amended MOU;
• The accuracy of the factual recitals and causal stipulations in the MOU and the Amended MOU;
• The identity and qualifications of Old Counsel's financial advisor, the terms of the business arrangement with the financial advisor, the amount and nature of the work performed by the financial advisor in this matter and the timing of compensation to the financial advisor, and the substance of the financial advisor's views, and
• The basis for Old Counsel's determination that the settlement was fair and adequate.

The investigation is likely to result in a revisiting of the matter at some point in the future, perhaps when a final settlement is reached and fees are to be divided up between both sets of counsel.  This case is not over yet.

Primary materials are, as usual, posted on the DU Corporate Governance website. 

Full post as published by The Race to the Bottom on May 05, 2010 (boomark / email).