Thanks to my friend and fellow corporate law blogger Francis G.X. Pileggi who sent along an excerpt from The Chancery Daily that picked up on some of my recent blog work:
Fprtunately, TCD is more interested in learned exploration of Delaware case law than it is in claiming credit for have discovered anything. Accordingly, we are more than happy to direct subscribers to the learned analyses of others -- and we are aware of two such analyses of VCL's Facebook decision, which takes the great big Capital "O" step of proposing the retirement of the demand futility test under Senior Aronson, et al. v. Harry Lewis, No. 203, 1983, opinion (Del. Mar. 1, 1984), and adoption of the demand futility test under Steven M. Rales, et al. v. Alfred Blasband, No. 210, 1993, opinion (Del. Dec. 22, 1993; rev. Dec. 23, 1993), as the single standard applicable under Delaware law. Zuckerberg explains the reasoning for this in characteristic VCL deep-dive fashion, but we also note Professor Steven Bainbridge's A brief essay on Delaware Vice Chancellor Laster's Argument for Replacing Aronson with Rales, and Professor Ann Lipton's Not All Heroes Wear Capes -- both of which strike TCD as well-considered and informed by a kindred "don't let the door hit you in the *** on your way out, Aronson" sentiment. As TCD revisits those posts for purposes of retrieving hyperlinks, we note that Professor Bainbridge responded to one aspect of Professor Lipton's post with Professor Lipton asks "What about Blasius?" Well, what about it? TCD recalls Blasius having been referenced to a limited degree earlier this year in Marion Coster v. UIP Companies, Inc., et al., C.A. No. 2018-0440-KSJM (consol.), memo. op. (Del. Ch. Jan. 28, 2020), but we are unaware of it being an issue of current active litigation . . . so it's probably best that we just leave it at that.
