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Court upholds judge’s finding that Tesla acquisition of Solar City was fair
Press Release |
2023/06/06 10:05
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Delaware’s Supreme Court has upheld a judge’s decision in favor of Tesla CEO Elon Musk in a lawsuit challenging the electric car maker’s $2.4 billion acquisition of a solar panel company founded by two of his cousins.
The court on Tuesday rejected arguments from a group of Tesla shareholders that a Chancery Court judge erred in finding that Tesla’s deal to acquire SolarCity in 2016 was “entirely fair.” The judge made that determination even while finding that the process by which Tesla’s board of directors negotiated and recommended the deal to shareholders was “far from perfect.”
While noting errors in the trial court’s fair price analysis, and agreeing that the deal process was not “pitch perfect,” the justices said the record is replete with factual findings and credibility determinations indicating that the acquisition was “entirely fair.”
“We are convinced, after a thorough review of the extensive trial record, that the trial court’s decision is supported by the evidence and that the court committed no reversible error in applying the entire fairness test,” Justice Karen Valihura wrote in the court’s 106-page opinion.
Typically, under Delaware’s “business judgment” rule, courts give deference to a corporate board’s decision-making unless there is evidence that directors had conflicts or acted in bad faith. If a plaintiff can overcome the business judgment rule’s presumption because the deal involved a controlling shareholder or because directors might have been conflicted, the board’s action is subject to an “entire fairness” analysis. That shifts the burden to the corporation to show that the deal involved both fair dealing and fair price.
At the time of the acquisition, Musk owned about 22% of Tesla’s common stock and was the largest stockholder of SolarCity, as well as chairman of its board of directors.
The justices concluded that the findings by former Vice Chancellor Joseph Slights III, which were not challenged by the shareholders, support the conclusion that the overall deal process was the product of fair dealing. The Supreme Court also said that, while Slights failed to explain why and how he relied on Solar City’s stock price on the day the deal was announced, rather than the lower price on the day the deal closed, his fair price analysis did not amount to reversible error.
“The Court of Chancery, after examining all of the expert testimony and fair price evidence, found that the fair price case was not even close,” Valihiura noted.
An attorney for the shareholders argued in March that the Chancery Court judge put too much emphasis on the price Tesla paid for SolarCity, and not enough on the deal process, which the plaintiffs contend was tainted by the failure to appoint an independent committee to negotiate the deal. He also argued that the judge’s analysis of the deal price was flawed and that shareholders who voted to approve the deal were not properly informed, even though the vote was not required under Delaware law. |
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Maryland mulls ending child sexual abuse lawsuit time limits
Press Release |
2023/02/24 15:24
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Maryland lawmakers are considering ending the state’s statute of limitations for when lawsuits can be filed against institutions related to child sexual abuse, though the state’s courts are likely to decide whether such a change in the law is constitutional if the General Assembly passes one.
Accusers who are now adults were scheduled to testify in favor of the legislation at a hearing Thursday.
Currently, people in Maryland who say they were sexually abused as children can’t sue after they reach the age of 38. The Maryland House has approved legislation in recent years that would have lifted that age limit, but it stalled in the state Senate.
This year, state Sen. Will Smith, who chairs the Senate Judicial Proceedings Committee, is sponsoring a bill that would end the age limit. He said in an interview that he’s confident the bill will pass this year but that the judiciary likely will have the final say.
Fifteen states have lifted statutes of limitations for child sexual abuse, according to Child USAdvocacy, a nonprofit that advocates for better laws to protect children. Twenty-four have approved revival periods known as “lookback windows,” which are limited timeframes in which accusers can sue, regardless of how long ago the alleged abuse occurred.
In 2017, Maryland raised the age that accusers can file lawsuits from 25 to 38. But the law also included language, known as a statute of repose, that some say prevents lawmakers from extending the statute of limitations again.
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Woman accused in dismemberment slaying attacks her attorney
Press Release |
2023/02/14 14:51
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A woman accused in a grisly killing and dismemberment case in Wisconsin attacked her attorney Tuesday during a court hearing, moments after a judge agreed to delay her trial.
Taylor Schabusiness, 25, was seated in a Brown County circuit court when her attorney, Quinn Jolly, asked the judge for an additional two weeks for a defense expert to review his client’s competency to stand trial.
Moments after Judge Thomas Walsh reluctantly agreed to postpone her March 6 trial, Schabusiness attacked Jolly and was wrestled to the courtroom floor by a deputy, WLUK-TV reported. The courtroom was then cleared before the hearing resumed.
Schabusiness is charged with first-degree intentional homicide, mutilating a corpse and third-degree sexual assault in the killing of Shad Thyrion, 25, in February 2022. Authorities say she strangled Thyrion at a home in Green Bay, sexually abused him and dismembered his body, leaving parts of him throughout the house and in a vehicle.
Schabusiness has pleaded not guilty and not guilty by reason of mental disease or defect. She is being held on a $2 million cash bond.
Following her courtroom outburst, the judge moved her competency hearing from Tuesday to March 6. The judge also proposed a May 15 trial date.
At the end of the hearing, Jolly told the court he would file a motion to withdraw from the case as Schabusiness’ attorney but the judge did not immediately rule on that matter. |
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Oregon launches abortion hotline offering free legal advice
Press Release |
2023/01/26 13:50
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Oregon is launching a new abortion hotline offering free legal advice to callers, moving to further defend abortion access after the U.S. Supreme Court overturned Roe v. Wade last summer and eliminated federal protections for the procedure.
The state’s Department of Justice announced the initiative Monday. It is modeled on similar hotlines launched by the attorneys general of New York and Delaware, as states where abortion remains legal have seen an increase in the number of patients traveling from areas where the procedure has been banned or restricted.
“The Hotline will fill an important need in our state for callers to understand the status of our reproductive health laws, including issues related to abortion access,” Oregon Attorney General Ellen Rosenblum said in a news release. “This is especially important because we share a border with Idaho, which has a near-total abortion ban.”
Abortion remains legal at all stages of pregnancy in Oregon, which has worked with California and Washington to promote the West Coast as a safe haven for the procedure.
People can call the anonymous hotline from any state for free legal advice and receive a call back from a lawyer within 48 hours.
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Protasiewicz leads in money race for Wisconsin Supreme Court
Press Release |
2023/01/18 15:06
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Milwaukee County Circuit Judge Janet Protasiewicz raised more money over the last six months of 2022 than her three rivals combined in the pivotal race that will determine majority control of the Wisconsin Supreme Court.
Protasiewicz along with Dane County Circuit Judge Everett Mitchell are running as liberal candidates in the race. Waukesha County Circuit Judge Jennifer Dorow and former Wisconsin Supreme Court Justice Dan Kelly are the conservative candidates.
The top two vote-getters in the Feb. 21 primary will advance to the April 4 election. The winner replaces conservative Justice Patience Roggensack, who is retiring.
Races for the Wisconsin Supreme Court are officially nonpartisan, but candidates for years have aligned with either conservatives or liberals as the contests have become expensive partisan battles. The conservative-controlled court for more than a decade has issued consequential rulings in favor of Republicans, with major cases looming that could determine the future of abortion laws, redistricting and rules of elections.
The candidates and outside interests that have promised to spend millions on the race have been relatively quiet up to this point, more than a month before the primary. But those on both sides have made clear they see the race as crucial in the battleground state, with whoever winning determining ideological control of the court heading into the 2024 presidential race and at least a year after.
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Indiana Democrats pin legislative gains on abortion debate
Press Release |
2022/11/01 15:58
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Even before Republican legislators this summer made Indiana the first state to pass an abortion ban since the U.S. Supreme Court overturned Roe v. Wade, Democrats started urging angry voters to take their revenge at the ballot box.
Indiana Democrats haven’t let up on that push in the final days of this year’s elections, although a limited number of competitive races on the Nov. 8 ballot for the currently Republican-dominated Legislature leave them with slim chances of being able to do much about abortion access that is also being debated during campaigns across the country.
Indiana Republicans, meanwhile, argue that voters are more worried about other issues such as inflation and crime — concerns widely believed to favor the GOP.
Democratic candidate Joey Mayer said the abortion ban has remained a top issue as she’s talked with voters in a northern Indianapolis suburban district where she’s challenging a four-term Republican House member who voted in favor of the ban when it passed in August.
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