Edward M Mcnally

September 14, 2012 | Legaltech News

Once again, the Internet is changing how Delaware law is made -- major Web reporting services are obtaining transcripts of unpublished opinions and providing them to lawyers outside of the litigation and state jurisdiction.

By Edward M. McNally

5 minute read

June 20, 2012 | Delaware Business Court Insider

The Delaware Court of Chancery just issued possibly the most important decision in the last 10 years on derivative claims. In Louisiana Municipal Police Employees' Retirement System v. Pyott , Del. Ch. Ct. 5795-VCL (June 11, 2012), the court clarified when a previously dismissed derivative suit may be refiled and what plaintiffs should do to properly satisfy the requirement that individual stockholder plaintiffs adequately allege why they, rather than a corporation's board of directors, should control derivative claims brought on behalf of the corporation. Because derivative litigation is a principal tool to ensure proper corporate governance, this decision has large implications.

By Edward M. McNally

6 minute read

January 30, 2013 | Delaware Business Court Insider

Delaware law has long permitted parties to a contract to limit remedies for a breach of that contract. But many attorneys believed that no matter what the contract said, a remedy for acting in bad faith still survived and permitted a suit to enforce that remedy. That is still true, but only barely. For, as a recent Court of Chancery decision shows, even a claim for acting in bad faith may be severely limited.

By Edward M. McNally

5 minute read

June 08, 2011 | Delaware Business Court Insider

Why do so many people care about whether the Delaware courts will continue to uphold the "poison pill" defense to a hostile takeover? After all, comparatively few lawyers practice merger and acquisition law. Few companies are subject to hostile takeover threats, especially in recent years. And who really stays up at night worrying about the fight between the two largely unknown companies that were the participants in Delaware's latest hostile takeover battle and the weapon of choice among defenders in such battles, the poison pill?

By Edward M. McNally

6 minute read

April 04, 2012 | Delaware Business Court Insider

Recently, the Delaware Court of Chancery has found wrongful conduct but denied the remedy plaintiffs sought. The El Paso case is a prime example.

By Edward M. McNally

5 minute read

October 19, 2011 | Delaware Business Court Insider

In recent years, limited liability companies and limited partnerships have become the preferred form of entity for new businesses. In Delaware, for example, there are now more LLCs and LLPs formed each year than Delaware corporations. There are various reasons for this development, particularly the flexibility of management these alternative entities permit.

By Edward M. McNally Special to the DBCI

6 minute read

March 06, 2013 | Delaware Business Court Insider

Recently, the Delaware Court of Chancery has set out what it expects from Delaware lawyers serving as co-counsel in litigation controlled by non-Delaware attorneys. The court explained: "The concept of 'local counsel' whose role is limited to administrative or ministerial matters has no place in the Court of Chancery. The Delaware lawyers who appear in a case are responsible to the court for the case and its presentation." This raises the related issues of what non-Delaware law firms should expect from their Delaware co-counsel in Delaware litigation and what the Delaware counsel should in turn expect from their non-Delaware co-counsel. Treating these issues openly can only help those relationships.

By Edward M. McNally

6 minute read