John Reed

February 07, 2013 | Inside Counsel

In late 2012, the Delaware Court of Chancery made two significant rulings on the efficacy of standstill provisions.

By John Reed

5 minute read

January 24, 2013 | Inside Counsel

Under Delaware law, indemnification is mandatory if a director or officer successfully defends a claim against himself. But, who pays for the defense until the case is finally decided?

By John Reed

4 minute read

January 10, 2013 | Inside Counsel

You would think lawyers would know better by now.

By John Reed

7 minute read

December 27, 2012 | Inside Counsel

The Delaware Court of Chancery has once again issued an opinion holding that managers of Delaware Limited Liability Companies (LLC) owe fiduciary duties to the LLCs they manage, even in the absence of a provision in the operating agreement establishing the existence of the fiduciary duties.

By John Reed

8 minute read

December 13, 2012 | Inside Counsel

On Nov. 14, in New Media Holding Co., LLC v. Brown, Chancellor Leo E. Strine Jr., held that Delaware law provides no statutory basis for exercising jurisdiction over the manager of a Delaware limited liability partnership for breaches of fiduciary duty in the course of his work for the partnership,...

By John Reed

7 minute read

November 29, 2012 | Inside Counsel

A public interest group, Delaware Coalition for Open Government, Inc. (DCOG), filed suit in the U.S. District Court for the District of Delaware challenging the constitutionality of a Delaware statute and its implementing rules that permitted private parties to, in effect, hire a member of the Court of Chancery to...

By John Reed

9 minute read

December 08, 2011 | Inside Counsel

In 2003, in the case of Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. 2003), the Delaware Supreme Court held that stockholder voting agreements negotiated as part of a merger agreement, which guaranteed shareholder approval of the merger if put to a vote, coupled with a merger agreement...

By John Reed

6 minute read

November 23, 2011 | Inside Counsel

On Oct. 14, 2011, the Delaware Court of Chancery issued a 105-page post-trial opinion in In re Southern Peru Copper Corporation Shareholder Derivative Litigation, which involved a challenge to Southern Peru Copper Corp.s purchase of Minera Mexico, S.A. de C.V. from Southern Perus controlling stockholder, Grupo Mexico, S.A.B. de C.V.,...

By John Reed

11 minute read

November 10, 2011 | Inside Counsel

Examining the effects of Krieger v. Wesco Financial Corp.

By John Reed

4 minute read

October 20, 2011 | Inside Counsel

Recent decision shows that Delaware courts continue to carefully guard stockholder voting rights.

By John Reed

8 minute read