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Tyler

Tyler

December 16, 2020 | Delaware Business Court Insider

Court Clarifies When Books and Records Requests to Investigate Wrongdoing or Mismanagement Have a 'Proper Purpose'

Section 220 of the Delaware General Corporation Law permits a stockholder to inspect corporate books and records for a "proper purpose" reasonably related to her interests as a stockholder.

By K. Tyler O'Connell

6 minute read

December 16, 2020 | Legaltech News

Ransomware as Reminder: Back to Basics of Cyber Readiness

Despite the unique threats posed by ransomware, basic cybersecurity measures and a strong cyber risk reduction strategy remain the most valuable tools to prevent an attack and shape a strong response if (or when) one happens. Here's five tips to get started.

By Michael F. Buchanan and Alejandro H. Cruz, Patterson Belknap Webb & Tyler

8 minute read

December 07, 2020 | Daily Report Online

When Doug Collins and Hank Johnson Agree Something Needs Fixing, It's Worth a Listen

A bill in Congress the two representatives—one a Democrat and the other a Republican—coauthored would modernize the way the public interacts with federal courts and save taxpayers tens of millions of dollars per year.

By Tyler Cooper

4 minute read

September 16, 2020 | Delaware Business Court Insider

Failure to Disclose 'Intrinsic Value' Precludes 'Corwin' Defense—But Does Not Necessarily Suggest a Breach of the Duty of Loyalty

Although the failure to disclose such "intrinsic value" prevented dismissal under Corwin v. KKR Financial Holdings, Vice Chancellor Sam Glasscock III held that, in the circumstances, omission and the directors' approval of the sale did not suffice to plead a breach of the directors' fiduciary duty of loyalty.

By K. Tyler O'Connell

8 minute read

June 17, 2020 | Delaware Business Court Insider

Special Committee's Narrow Mandate, Company's Decision to Bypass Committee and Impermissible 'Coercion' Prevent Dismissal Under MFW

This opinion builds upon a series of recent Delaware decisions examining the standards for the process leading up to a transaction that must be satisfied under MFW. A reviewing court will examine allegations concerning a special committee process to assess whether a committee functioned appropriately.

By K. Tyler O'Connell

8 minute read

May 26, 2020 | Legaltech News

Improving Contract Management Post-COVID-19: Beyond Force Majeure

There are many contract risks tied to the COVID-19 pandemic as the nation and the world adjust to the "new normal." These contract risks will also impact the contracting process for years to come. Organizations need to rethink their approach.

By Tyler Marion, Michael Stevens and Rich Vestuto, Duff & Phelps

5 minute read

May 21, 2020 | Legaltech News

The Top 7 Do's and Don'ts of Legal Outsourcing

For those of you who have never outsourced substantive work to freelance lawyer, here are 7 Do's and Don'ts that will help ensure successful collaboration.

By Kristin Tyler, Lawclerk

5 minute read

April 30, 2020 | The Recorder

Consumer Surveys at the Complaint Stage: The Latest Tactic in Consumer Class Actions

The better reasoned cases recognize that consumer survey allegations do not drive the analysis on a motion to dismiss.

By Tyler A. Young and Emily Bodtke Zambrana,

11 minute read

March 18, 2020 | Delaware Business Court Insider

Special Committee and Uninformed Stockholder Vote Undermine Bid for Business Judgment Review of Merger

The Court of Chancery's recent decision in Salladay v. Lev, (Del. Ch. Feb. 27, 2020), denied the director-defendants' attempt to invoke procedural safeguards—a special committee and independent stockholder approval—to dismiss a stockholder suit challenging a going-private merger.

By K. Tyler O'Connell

7 minute read

January 09, 2020 | New York Law Journal

Conviction Integrity in Real Time

There is one rare law enforcement tactic that, if used more expansively, could bring us closer to ensuring that no innocent person is ever convicted of a crime.

By Charles Linehan and Tyler Maroney

6 minute read


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