Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | December 9, 2020
A long line of cases has held that a standard indemnification provision in a bilateral commercial contract will be presumed not to provide for fee-shifting with respect to claims between the contracting parties absent a clear and unequivocal articulation of an intent to do so.
By E. Leigh Dance and Anna Livia Mazzoni | December 7, 2020
From nearly every angle, COVID-19 has pushed ESG higher up the agenda.
Delaware Business Court Insider | Commentary
By Joanna J. Cline and Emily L. Wheatley | November 25, 2020
In a recent decision, the Delaware Court of Chancery faced the increasingly common situation in which parties' contractual provisions select Delaware law to govern the parties' disputes in an apparent attempt to bypass the law of another state that otherwise would be applicable.
New Jersey Law Journal | Analysis
By Jonathan Bick | November 24, 2020
Despite COVID-19 pandemic disruptions, entities with shareholders must timely execute both director and shareholder meetings. Holding these meetings via the internet may mitigate health concerns, however, doing so raises the issue of cybersecurity.
The American Lawyer | Commentary
By Vivia Chen | November 20, 2020
A year later (and god knows how much in legal bills), Wachtell Lipton is taking over investigating the mess at L Brands.
New York Law Journal | Analysis
By Howard B. Epstein and Theodore A. Keyes | November 16, 2020
In their Corporate Insurance column, Howard B. Epstein and Theodore A. Keyes discuss a unanimous decision from October, in which the Delaware Supreme Court reversed a trial court ruling and held that an appraisal action is not a "Securities Claim" as defined in the applicable D&O liability insurance policy. Consequently, the court ruled that the insured was not entitled to coverage for defense costs and pre-judgment interest incurred in connection with an appraisal proceeding.
By Frank Ready | November 13, 2020
Corporate legal departments have often relied on outside counsel to help navigate an increasingly complicated landscape of global privacy laws. But as updates like California Privacy Rights Act of 2020 continue to roll in, companies may find it more cost effective to engage the services of contract workers or even long-term hires.
By Lisa Gilford, Simone Jones and Paula Salazar | November 11, 2020
"If lawsuits contesting the legality of AB-979 are unsuccessful, companies will be required to comply with the law, and stakeholders wishing to pursue corporations that do not will have another arrow in their quiver to do so," say Sidley Austin's Lisa Gilford, Simone Jones and Paula Salazar.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller and Taylor D. Anderson | November 11, 2020
A traditional stockholder rights plan remains one of the most effective tools a board of directors may use to protect the corporation's stockholders from the threat of a hostile or abusive takeover.
Delaware Business Court Insider | Commentary
By Brian M. Lutz and Colin B. Davis | November 11, 2020
Vice Chancellor Morgan T. Zurn's recent decision in Rudd v. Brown reaffirms longstanding Delaware law protecting director decision-making in M&A transactions, even where Revlon duties apply and an activist has threatened the board members with a proxy campaign.
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