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Joanna J Cline

Joanna J Cline

August 15, 2018 | Delaware Business Court Insider

VC Firms Should Be Mindful of Potential Controller Status

It is well-settled Delaware law that a stockholder is deemed to be a controller when it owns more than 50 percent of the corporation's stock or it owns less than 50 percent of the corporation's stock, but nevertheless exercises actual control over the corporation or the challenged decision.

By Christopher B. Chuff, M. Duncan Grant, and Joanna J. Cline

9 minute read

October 11, 2017 | Delaware Business Court Insider

Boards of Directors Should Be Aware of Potential Defense to Books and Records Demand

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

Boards Should Consider Adopting 'Director-Specific' Limits in Compensation Plans

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

February 08, 2017 | Delaware Business Court Insider

Limited Application Fee-Shifting Bylaw Violates DGCL

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

Court Rules That Separate Instruments Grant Separate Advancement Rights

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

Situational and Structural Conflicts Inherent in Proxy Contests

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

Chancery Finds Arbitration Clause Governs Membership Interest Buyback

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

Disclosure-Only Settlements Will Be Subject to Increasing Scrutiny

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

December 02, 2015 | Delaware Business Court Insider

Chancery Finds Laches Bars Plaintiff's Fiduciary Duty Claims

"Equity aids the vigilant, not those who slumber on their rights": so says the familiar maxim of equity. A person who contends he or she has been wronged must act swiftly to preserve his or her rights. The concept of laches is familiar in the Delaware Court of Chancery, but seldom are cases decided solely on a plaintiff's failure to timely pursue rights or remedies. In a recent case, Houseman v. Sagerman, C.A. No. 8897-VCG (Nov. 19, 2015), however, Vice Chancellor Sam Glasscock III concluded that a plaintiff seeking a quasi-appraisal remedy for breach of fiduciary duty had delayed unreasonably, causing prejudice to the defendants, and warranting an award of summary judgment in the defendants' favor.

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

6 minute read

December 02, 2015 | Delaware Business Court Insider

Chancery Finds Laches Bars Plaintiff's Fiduciary Duty Claims

"Equity aids the vigilant, not those who slumber on their rights": so says the familiar maxim of equity. A person who contends he or she has been wronged must act swiftly to preserve his or her rights. The concept of laches is familiar in the Delaware Court of Chancery, but seldom are cases decided solely on a plaintiff's failure to timely pursue rights or remedies. In a recent case, Houseman v. Sagerman, C.A. No. 8897-VCG (Nov. 19, 2015), however, Vice Chancellor Sam Glasscock III concluded that a plaintiff seeking a quasi-appraisal remedy for breach of fiduciary duty had delayed unreasonably, causing prejudice to the defendants, and warranting an award of summary judgment in the defendants' favor.

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

6 minute read