Law Offices of Gary Martin Hays & Associates
P.C.
75 Ponce De Leon Ave NE Ste 101
Atlanta,
GA 30308(470) 294-1674
www.garymartinhays.com
Delaware Business Court Insider | Commentary
By Cliff C. Gardner | August 23, 2023
In In re Edgio Stockholders Litigation, the Delaware Chancery Court was asked to apply the same cleansing effect to a claim for injunctive relief analyzed under Unocal, but Vice Chancellor Morgan Zurn found that Corwin was inapplicable.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller | August 16, 2023
In Building Trades Pension Fund of Western Pennsylvania v. Desktop Metal, a stockholder plaintiff brought derivative claims against Desktop Metal, Inc., alleging that a provision of the company's rights plan, which was adopted in connection with a proposed merger transaction, impermissibly chilled the free exercise of stockholder voting with respect to the merger agreement at an upcoming stockholder meeting.
The Legal Intelligencer | Commentary
By Lawrence J. Kotler, Esq., and Drew S. McGehrin | August 10, 2023
The Bankruptcy Court thoroughly examined this issue and found that the "upload" time of a bankruptcy filing—and not the time physically "stamped" on a bankruptcy petition—determines when a case is commenced. In doing so, the Bankruptcy Court offered direction and guidelines that debtors and creditors will be well advised to observe in future cases.
The Legal Intelligencer | Commentary
By Francis J. Lawall and Brenden S. Dahrouge | July 27, 2023
Chapter 11 cases involving mass tort and complex personal injury claims often require the resolution of novel legal issues that stretch the bounds of existing precedent. As these cases evolve, they can also impact claims against other debtors unrelated to the case at hand through court-approved injunctions, releases or settlements.
Delaware Business Court Insider | Commentary
By Molly DiBianca | July 26, 2023
The right of a shareholder to demand to inspect a company's books and records may be an important tool but it is not without limits. In a recent decision involving The Walt Disney Co. (Disney), the Delaware Court of Chancery reminded one litigant that disagreement over business decisions, including decisions about a company's position on social issues, is not a proper basis for a shareholder action under Section 220.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | July 19, 2023
In New Enterprise Associates 14. v. Rich, the Delaware Court of Chancery ruled that a covenant not to sue for breach of fiduciary duties in connection with the exercise of a drag-along provision to approve a merger or sale contained in a voting agreement among sophisticated stockholders in a Delaware general corporation was not facially invalid.
The Legal Intelligencer | Commentary
By Andrew C. Kassner and Joseph N. Argentina Jr. | July 6, 2023
In recent years, as extensive pre-bankruptcy planning has evolved, bankruptcy filings frequently involve affiliates of larger companies, engineered with a structuring of liabilities in mind. This is especially relevant in the area of mass tort litigation. The question of whether these targeted filings are for a legitimate bankruptcy purpose or should be dismissed has been the subject of significant high-profile litigation.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | July 5, 2023
In this stockholder derivative action, the plaintiff claimed that the defendants—members of Tesla's board of directors—breached their fiduciary duties by awarding themselves excessive and unfair compensation between 2017 and 2020.
The Legal Intelligencer | Commentary
By Alexis Leventhal, Richard Tannenbaum and Victoria Smith | June 29, 2023
Article 9 of the Uniform Commercial Code (UCC) governs secured transactions, and Part 6 of this article governs the rights and duties of the parties in the event of default. In the event of default by a debtor, a secured party may repossess the collateral and dispose of it through a sale, lease, license, or other form of disposition.
Delaware Business Court Insider | Commentary
By Cliff C. Gardner and Andrew Kinsey | June 28, 2023
In Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, Vice Chancellor Laster mostly denied motions to dismiss claims against officers and directors of Walmart for allegedly causing Walmart to fail to comply with the Controlled Substances Act and a settlement between it and the DEA related to Walmart's handling of opioid prescriptions.
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