Christopher B Chuff Joanna J Cline

February 05, 2020 | Delaware Business Court Insider

The Delaware Court of Chancery has again confirmed that it will not entertain lawsuits that seek to second-guess a board of directors' good-faith decision to accept one acquisition proposal over another as long as a majority of the board is unaffected by conflicts or the influence of a controlling stockholder.

By Christopher B. Chuff, Joanna J. Cline, Matthew M. Greenberg and Taylor B. Bartholomew

6 minute read

September 25, 2019 | Delaware Business Court Insider

There has been a recent trend where employers have sought to circumvent California's public policy by invoking Delaware law in restrictive covenant agreements with their employees.

By Christopher B. Chuff, Joanna J. Cline, Matthew M. Greenberg and Taylor B. Bartholomew

9 minute read

April 03, 2019 | Delaware Business Court Insider

A recent decision by the Delaware Court of Chancery provides important guidance on two types of contractual provisions that routinely appear in complex purchase agreements—efforts clauses and notice provisions.

By Christopher B. Chuff, Joanna J. Cline and Taylor B. Bartholomew

5 minute read

October 11, 2017 | Delaware Business Court Insider

A recent decision by the Delaware Court of Chancery, Mehta v. Kaazing, C.A. No. 2017-0087-JRS (Del. Ch. Sept. 29), confirms that stockholder demands to inspect corporate books and records based on the need to value a stockholder's shares may be validly denied if the stockholder is unable to demonstrate that it has a “present” need to value its shares. Indeed, as the court makes clear, simply reciting a proper purpose, such as valuing one's shares or investigating mismanagement, is not enough.

By Christopher B. Chuff, Joanna J. Cline, Douglas D. Herrmann and James H.S. Levine

3 minute read

May 03, 2017 | Delaware Business Court Insider

A recent decision by the Delaware Court of Chancery serves as a reminder that boards of directors of Delaware corporations should consider amending their company's director compensation plans to include specific limits on the amount of compensation that a director may be awarded in a given year.

By Christopher B. Chuff, Joanna J. Cline, Douglass D. Herrmann and James H.S. Levine

17 minute read

June 01, 2016 | Delaware Business Court Insider

On May 19, in Pell v. Kill, C.A. No. 12251-VCL, the Delaware Court of Chancery preliminarily enjoined certain directors of Cogentix Medical Inc. from completing a board reduction plan, under which such directors sought to reduce the size of the board from eight to five members.

By Christopher B. Chuff, Joanna J. Cline, Douglas D. Herrmann and James H.S. Levine

8 minute read

February 03, 2016 | Delaware Business Court Insider

The Delaware Court of Chancery's Jan. 22 opinion in In re Trulia Shareholder Litigation, C.A. No. 10020-CB, follows the recent trend of judicial skepticism of disclosure-based settlements.

By Christopher B. Chuff, Joanna J. Cline, Douglas D. Herrmann, and James H.S. Levine

5 minute read