March 06, 2019 | Delaware Business Court Insider
Chancery Denies Books-and-Records Inspection Due to Lack of 'Credible Suspicion'Stockholders who seek to inspect the books and records of a Delaware corporation to investigate mismanagement merely have to demonstrate a “credible suspicion” that officers or directors have breached their fiduciary duties.
By Lewis H. Lazarus
5 minute read
December 12, 2018 | Delaware Business Court Insider
Chancery Finds Inadequate Disclosure in Connection With a Tender Offer Prevents Dismissal of a Class Action ComplaintOnce a transaction closes, if a stockholder cannot allege that a majority stockholder vote approving a transaction was uninformed or coerced, then the court will dismiss a complaint attacking the fairness of the transaction under the business judgment standard of review.
By Lewis H. Lazarus
5 minute read
October 17, 2018 | Delaware Business Court Insider
Del. Supreme Court Affirms 'MFW' Dismissal; Clarifies Ab Initio RequirementIn 2014, the Delaware Supreme Court in 'Kahn v. MFW' held that the business judgment standard could apply to review of a controlling stockholder merger if at the outset the controlling stockholder conditioned the squeeze-out transaction on negotiation and approval by a committee of independent and disinterested directors and the informed, uncoerced approval of a majority of the minority stockholders (dual stage approvals).
By Lewis H. Lazarus
6 minute read
August 22, 2018 | Delaware Business Court Insider
Chancery Awards Fair Value of Member Interest to Expelled Member of Del. LLCDelaware statutes enabling formation of unincorporated entities like LLCs and limited partnerships afford freedom for owners to structure business relationships as they see fit. This freedom carries with it the responsibility accurately and completely to describe the parties' rights and duties.
By Lewis H. Lazarus
5 minute read
June 27, 2018 | Delaware Business Court Insider
Court of Chancery Awards Damages for Breach of a Director's Duty of LoyaltyWhen friends go into business, their ties may fray if the business experiences difficulty and the parties have different views of how to proceed and who is responsible.
By Lewis H. Lazarus
1 minute read
May 02, 2018 | Delaware Business Court Insider
Chancery Court Nullifies Cancellation of Certificate of Formation of Delaware LLCsParties who form Delaware limited liability companies to organize their business affairs do so to structure their relationships contractually. This enables them to organize the governance and economic rights in a manner tailored to the enterprise they are establishing.
By Lewis H. Lazarus
1 minute read
March 07, 2018 | Delaware Business Court Insider
Fairness Standard of Review Applies to Transaction Approved by Independent Majority of DirectorsThe Delaware Court of Chancery is often called upon to assess whether a plaintiff challenging an interested transaction who fails to make demand on the board to pursue claims based on alleged self-dealing or director interest can overcome the procedural hurdle of a motion to dismiss under Rules 23.1 and 12(b)(6).
By Lewis H. Lazarus
7 minute read
November 22, 2017 | Delaware Business Court Insider
Court of Chancery Dismisses Derivative Action for Failure to Plead Demand FutilityA cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty may have injured the company.
By Lewis H. Lazarus
16 minute read
September 27, 2017 | Delaware Business Court Insider
Chancery Dismisses Claim Seeking Damages Post-Closing for Unfair Merger TransactionDelaware jurisprudence encourages decision-making by boards of independent and disinterested directors.
By Lewis H. Lazarus
6 minute read
July 26, 2017 | Delaware Business Court Insider
Court Upholds Stockholder's Share Ownership and Books-and-Records RequestCompanies often defend against stockholder requests to inspect books and records by contending that the plaintiff stockholder lacks a proper purpose or that his or her stated purpose is not the real purpose.
By Lewis H. Lazarus
8 minute read
Trending Stories