Defendants have filed their opening briefs on ratification. Their factual story is preposterous, but does Plaintiff have a clean kill on the law without reopening the trial record? (Part 1 of 3)
Well, I don't have anywere close to your level of competence, and surely am not fit to lick the boots of your collaborator, but the esteemed Chancellor McCormick will almost surely cite extensively from the DE SC's Match opinion earlier this year. I note that the Tesla opinions seem to ignore it entirely, and that is because it doesn't seem to leave them any opening.
The bottom line is still business judgment or entire fairness, and Match says entire fairness. One cannot snow the Mighty McCormick with rhetoric. Nor can one intimidate her.
Which leaves us all to wonder if this is not really a tactic of delay rather than argument?
I read it, but my eyebrow cramped from raising. I wouldn't personally describe it as covering the legal issues. I felt it was more an attempt at obfuscation than anything else, which just can't work.
I am having flashbacks to the Twitter hearing in which the Musk team kept insisting that they needed discovery to perform due diligence AFTER executing the merger agreement, and how she shot that down with one sentence.
I don't see her giving this all much credence. She's fair, but parties do have to present real issues. She's not going to go all reasonable pants on this one.
So, are the defendants arguments mutually exclusive? Does a failure of one argument such as statutory ratification result in the failure of all OR do the defendants just need to get lucky on one of their arguments even if they fail to make the case on the others?
Very good question. Defendants need to prevail on either statutory ratification or common law ratification. Even if they prevail on one of those, they have to survive the waste argument as well.
Ugh this will keep dragging on and then the appeal could take years. Tesla cult members mooned the stock on "ratification" but will completely forget about the issue by the time a final ruling on appeal is reached.
Well, I don't have anywere close to your level of competence, and surely am not fit to lick the boots of your collaborator, but the esteemed Chancellor McCormick will almost surely cite extensively from the DE SC's Match opinion earlier this year. I note that the Tesla opinions seem to ignore it entirely, and that is because it doesn't seem to leave them any opening.
The bottom line is still business judgment or entire fairness, and Match says entire fairness. One cannot snow the Mighty McCormick with rhetoric. Nor can one intimidate her.
Which leaves us all to wonder if this is not really a tactic of delay rather than argument?
Oh, right you are.
For a bit of fun, do a quick search of the individual Defendants' brief to see how many times the words "business judgment" appear.
I read it, but my eyebrow cramped from raising. I wouldn't personally describe it as covering the legal issues. I felt it was more an attempt at obfuscation than anything else, which just can't work.
I am having flashbacks to the Twitter hearing in which the Musk team kept insisting that they needed discovery to perform due diligence AFTER executing the merger agreement, and how she shot that down with one sentence.
I don't see her giving this all much credence. She's fair, but parties do have to present real issues. She's not going to go all reasonable pants on this one.
The Echo from the Twitter case is indeed strong.
So, are the defendants arguments mutually exclusive? Does a failure of one argument such as statutory ratification result in the failure of all OR do the defendants just need to get lucky on one of their arguments even if they fail to make the case on the others?
Very good question. Defendants need to prevail on either statutory ratification or common law ratification. Even if they prevail on one of those, they have to survive the waste argument as well.
Ugh this will keep dragging on and then the appeal could take years. Tesla cult members mooned the stock on "ratification" but will completely forget about the issue by the time a final ruling on appeal is reached.