Albert H Manwaring Iv

July 24, 2024 | Delaware Business Court Insider

Since MFW, the Court of Chancery has applied the MFW framework to assess the standard of review of controlling stockholder transactions that did not involve a freeze-out merger, which commentators have referred to as "MFW creep."

By Albert H. Manwaring IV

5 minute read

February 07, 2024 | Delaware Business Court Insider

In the court's recent decision, Icahn Partners v. Francis deSouza, the plaintiff Icahn stockholders sought to use privileged and confidential information shared with them by their designated director in a complaint, asserting direct and derivative fiduciary claims against other directors.

By Albert H. Manwaring IV

5 minute read

July 19, 2023 | Delaware Business Court Insider

In New Enterprise Associates 14. v. Rich, the Delaware Court of Chancery ruled that a covenant not to sue for breach of fiduciary duties in connection with the exercise of a drag-along provision to approve a merger or sale contained in a voting agreement among sophisticated stockholders in a Delaware general corporation was not facially invalid.

By Albert H. Manwaring IV

4 minute read

February 08, 2023 | Delaware Business Court Insider

While the Stone v. Ritter decision only recognized the oversight duties of directors, three years later, the Delaware Supreme Court ruled that "the fiduciary duties of officers are the same as those of directors." See Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009).

By Albert H. Manwaring IV

6 minute read

October 26, 2022 | Delaware Business Court Insider

In CompoSecure v. CardUX, 206 A.3d 808 (Del. 2018), the Delaware Supreme Court held that when parties use the word "void" to describe the consequences of a noncompliant act under an LLC agreement, the act is deemed void ab initio, which as a practical matter, means the act is incurably void.

By Albert H. Manwaring IV

4 minute read

July 20, 2022 | Delaware Business Court Insider

When director actions affect an election of directors or a stockholder vote on matters of corporate control, the board's actions must satisfy enhanced scrutiny under the legal test set forth in Blasius Industries v. Atlas.

By Albert H. Manwaring IV

4 minute read

January 26, 2022 | Delaware Business Court Insider

The Delaware Court of Chancery applied entire fairness review and held that the plaintiff stockholders had stated legally sufficient "nonexculpated claims against the controlling stockholder and directors" of Churchill Capital Corp. III, a SPAC, in connection with its de-SPAC merger with a private operating company.

By Albert H. Manwaring IV

7 minute read

July 07, 2021 | Delaware Business Court Insider

A proper balance between the stockholders' right to elect directors and the board's right to manage the company is dependent on the stockholders' unimpeded right to vote in an election of directors.

By Albert H. Manwaring IV

3 minute read

February 17, 2021 | Delaware Business Court Insider

Our criteria for selection are that the decision either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial litigation in Delaware.

By Lewis H. Lazarus, Albert H. Manwaring IV and Albert J. Carroll

21 minute read

February 10, 2021 | Delaware Business Court Insider

Delaware courts will use their equitable powers to invalidate otherwise valid board actions tainted by inequitable deception.

By Albert H. Manwaring IV

5 minute read