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 ReadinessDespite 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 ListenA 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 LoyaltyAlthough 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 MFWThis 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 MajeureThere 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 OutsourcingFor 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 ActionsThe 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 MergerThe 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 TimeThere 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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