Douglas D Herrmann

August 07, 2019 | Delaware Business Court Insider

All agreements rely on a mix of provisions to achieve the contracting parties’ objectives. Some of these provisions will necessarily be bespoke—drafted for use in the particular agreement—while others will be boilerplate—stock, uncustomized language usually reserved for more routine aspects of the agreement, such as integration and construction clauses and disclaimers of third-party beneficiaries.

By James H. S. Levine and Douglas D. Herrmann

7 minute read

February 06, 2019 | Delaware Business Court Insider

Section 220(d) of the Delaware General Corporation Law permits a director to inspect a company's books and records for purposes reasonably related to the director's position as a director.

By James H. S. Levine and Douglas D. Herrmann

6 minute read

September 26, 2018 | Delaware Business Court Insider

Over the past 25 years, the emergence of electronic communications has dramatically altered the landscape of discovery. As new technologies develop and become more prevalent, the scope of what is considered appropriate or necessary in e-discovery continues to evolve.

By James H.S. Levine and Douglas D. Herrmann

6 minute read

February 22, 2018 | Delaware Business Court Insider

Over the past several years, the Delaware Court of Chancery has applied the stockholder ratification defense in challenges to director compensation awards made pursuant to stockholder approved equity incentive plans (EIPs).

By James H. S. Levine and Douglas D. Herrmann

6 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

February 08, 2017 | Delaware Business Court Insider

In a legislative response to a Delaware Supreme Court ruling, a new statute limiting the effect of fee-shifting bylaws became effective on Aug. 1, 2015.

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

12 minute read

August 03, 2016 | Delaware Business Court Insider

Advancement of legal expenses is a frequent subject of litigation in the Delaware Court of Chancery.

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

12 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

April 06, 2016 | Delaware Business Court Insider

Over the past decade, parties have increasingly come to rely on extrajudicial methods of dispute resolution, frequently incorporating arbitration clauses into their agreements.

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

11 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