October 05, 2022 | Delaware Business Court Insider
Chancery Reinforces Del. Law's 'Twice-Tested' Review When Invalidating Board Action Designed to Disenfranchise StockholdersUnless specifically authorized by Delaware's General Corporate Law (DGCL), the contents of a corporation's charter do not displace directors' fiduciary obligations or override the court's "enhanced scrutiny" review for transactions implicating shareholders' sacrosanct voting rights.
By Philip D. Amoa and Travis J. Ferguson
6 minute read
August 02, 2017 | Delaware Business Court Insider
Chancery Court's Equitable Jurisdiction to Compel Transfer of Escrowed FundsThree recent decisions by Delaware courts have addressed the appropriateness of equitable relief to acquire funds held in escrow post-closing of a transaction.
By Travis J. Ferguson
6 minute read
September 28, 2016 | Delaware Business Court Insider
Chancery Extends Role of Statutory Defenses in Section 220 Demand ActionsThe Delaware Court of Chancery has held that there was no credible basis to infer a potential Caremark claim for breach of fiduciary duty for failure to exercise oversight where the stockholder's only identified use of corporate books and records was to investigate mismanagement or wrongdoing to evaluate potential litigation and the board's actions ultimately would be "fully protected" by 8 Del. C. Section 141(e).
By Travis J. Ferguson
16 minute read
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