P Clarkson Collins Jr

December 09, 2015 | Delaware Business Court Insider

The Delaware Supreme Court, in a recent order affirming the opinion of the Delaware Court of Chancery, provided clear guidance about when third-party corporate advisers may raise the in pari delicto defense as a shield to claims brought by or on behalf of the corporation, in Stewart v. Johnson Lambert & Co., Del. Supr. No. 204, 2015, Order (Nov. 2, 2015). Specifically, when the corporation's fiduciaries have themselves engaged in the wrongdoing for which the third-party advisers have been joined, the adviser will face liability for knowing participation in a breach of fiduciary duty; the adviser, however, will not risk liability to the wrongdoing corporation for professional liability claims based on contract or negligence. At a time when auditors and financial advisers are increasingly targeted in corporate litigation, the Delaware Supreme Court's rejection of a professional adviser exception to the in pari delicto doctrine provides important guidance for corporations and their professional advisers to manage their respective risks.

By P. Clarkson Collins Jr.

6 minute read

December 09, 2015 | Delaware Business Court Insider

The Delaware Supreme Court, in a recent order affirming the opinion of the Delaware Court of Chancery, provided clear guidance about when third-party corporate advisers may raise the in pari delicto defense as a shield to claims brought by or on behalf of the corporation, in Stewart v. Johnson Lambert & Co., Del. Supr. No. 204, 2015, Order (Nov. 2, 2015). Specifically, when the corporation's fiduciaries have themselves engaged in the wrongdoing for which the third-party advisers have been joined, the adviser will face liability for knowing participation in a breach of fiduciary duty; the adviser, however, will not risk liability to the wrongdoing corporation for professional liability claims based on contract or negligence. At a time when auditors and financial advisers are increasingly targeted in corporate litigation, the Delaware Supreme Court's rejection of a professional adviser exception to the in pari delicto doctrine provides important guidance for corporations and their professional advisers to manage their respective risks.

By P. Clarkson Collins Jr.

6 minute read

October 14, 2015 | Delaware Business Court Insider

The Delaware Supreme Court issued an important opinion authored by Chief Justice Leo E. Strine Jr. resolving uncertainty about the effect fully informed, disinterested shareholder approval has on the judicial review of a transaction.

By P. Clarkson Collins Jr.

5 minute read

October 14, 2015 | Delaware Business Court Insider

The Delaware Supreme Court issued an important opinion authored by Chief Justice Leo E. Strine Jr. resolving uncertainty about the effect fully informed, disinterested shareholder approval has on the judicial review of a transaction.

By P. Clarkson Collins Jr.

5 minute read

August 26, 2015 | Delaware Business Court Insider

The Delaware Court of Chancery recently addressed the right of individual dissenting shareholders to settle their appraisal demands.

By P. Clarkson Collins Jr.

5 minute read

August 26, 2015 | Delaware Business Court Insider

The Delaware Court of Chancery recently addressed the right of individual dissenting shareholders to settle their appraisal demands.

By P. Clarkson Collins Jr.

5 minute read

July 08, 2015 | Delaware Business Court Insider

Advancement provides corporate officials with immediate interim relief from the personal out-of-pocket financial burden of paying the significant ongoing expenses inevitably involved with defending investigations and legal proceedings.

By P. Clarkson Collins Jr.

4 minute read

July 08, 2015 | Delaware Business Court Insider

Advancement provides corporate officials with immediate interim relief from the personal out-of-pocket financial burden of paying the significant ongoing expenses inevitably involved with defending investigations and legal proceedings.

By P. Clarkson Collins Jr.

4 minute read

June 03, 2015 | Delaware Business Court Insider

Directors of a Delaware corporation that enters into a financing agreement with a lender may breach their fiduciary duties if the financing agreement contains a common provision allowing the lender to accelerate and demand full payment of the indebtedness upon a substantial change in the composition of the board of directors.

By P. Clarkson Collins Jr.

5 minute read

June 03, 2015 | Delaware Business Court Insider

Directors of a Delaware corporation that enters into a financing agreement with a lender may breach their fiduciary duties if the financing agreement contains a common provision allowing the lender to accelerate and demand full payment of the indebtedness upon a substantial change in the composition of the board of directors.

By P. Clarkson Collins Jr.

5 minute read