Albert H Manwaring Iv

May 06, 2020 | Delaware Business Court Insider

Where the interests of stockholders diverge from the contracts rights of other stockholders, directors and controlling stockholders may breach their fiduciary duty of loyalty by exploiting or opportunistically favoring their contract rights over the interests of the stockholders as a whole.

By Albert H. Manwaring IV

4 minute read

March 11, 2020 | Delaware Business Court Insider

This top 10 list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. 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

January 29, 2020 | Delaware Business Court Insider

Uber Technologies' board approved the acquisition of Google's more mature autonomous vehicle program. The transaction was high risk and flawed from its inception, ending in embarrassment after Uber learned that key employees hired from Google had misappropriated Google's proprietary information in the autonomous vehicle program.

By Albert H. Manwaring IV

5 minute read

December 13, 2019 | Delaware Business Court Insider

To avoid demand futility and standing requirements for a derivative claim, the plaintiff stockholders in Sheldon v. Pinto Technology Ventures attempted to plead a direct claim for dilution of their voting and economic interests by alleging that several venture capital firms constituted a "control group" of stockholders under Gentile.

By Albert H. Manwaring IV

4 minute read

August 14, 2019 | Delaware Business Court Insider

Section 203 prohibits a stockholder from engaging in a business combination with a company for three years after the stockholder acquires 15% or more of the company’s voting equity. If a company’s board pre-approves such a business combination, however, the Section 203 anti-takeover protections do not apply.

By Albert H. Manwaring IV

3 minute read

May 22, 2019 | Delaware Business Court Insider

Delaware corporate law allows for a corporation to agree in its organizational documents or contracts to advance legal fees and expenses in defense of actions, arising from a person's service to the company.

By Albert H. Manwaring IV

3 minute read

February 20, 2019 | Delaware Business Court Insider

Section 220 of the Delaware General Corporation Law permits a stockholder to inspect the books and records of a corporation, provided that the demand for inspection meets certain form and manner requirements, and the inspection is sought for a proper purpose—e.g., one reasonably related to the interests of stockholders.

By Albert H. Manwaring IV

5 minute read

August 08, 2018 | Delaware Business Court Insider

Appraisal is a limited statutory remedy that provides a Delaware general corporation's stockholders, who dissent to the sufficiency of the merger price, with the right to have the Delaware Court of Chancery determine the “fair value” of their shares.

By Albert H. Manwaring IV

1 minute read

May 23, 2018 | Delaware Business Court Insider

The Delaware Limited Liability Company Act's policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements.

By Albert H. Manwaring IV

5 minute read

February 21, 2018 | Delaware Business Court Insider

The Delaware Limited Liability Company Act's policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements.

By Albert H. Manwaring IV

7 minute read