By Stephen Blake and Marissa Lambert | June 16, 2023
Corporate counsel must think careful about the rules of privilege and take proactive steps to ensure that proper protections are in place to avoid after-the-fact surprises, according to Simpson Thacher & Bartlett's Stephen Blake and Marissa Lambert.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | June 14, 2023
Writing for the court en banc, Justice Karen L. Valihura explained why the stockholder-plaintiffs' arguments did not undermine the Court of Chancery's conclusions as to either "fair dealing" or "fair price."
Delaware Business Court Insider | Commentary
By Robert B. Greco | June 14, 2023
A recent opinion from the U.S. Bankruptcy Court for the District of Delaware, In re CII Parent, provides helpful guidance on drafting proxies and highlights potential pitfalls for the unwary, including in relation to the proxyholder's power to execute and deliver stockholder consents.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | June 7, 2023
Against a lengthy procedural backdrop, the Supreme Court held that unused leave to transfer a case does not divest the original court of jurisdiction, reaffirmed the trial courts' broad discretion in deciding motions to dismiss pursuant to Rule 41(a)(2), and confirmed that forum non conveniens does not apply when parties have contracted for a specific forum to resolve their disputes.
Delaware Business Court Insider | Commentary
By Sarah Delia | May 24, 2023
Corporate boards and investors alike will benefit from an understanding of the principles articulated in this ruling, as well as from careful consideration of the steps that can be taken to alter the joint client rule or to guard against a privilege waiver resulting from the production and use of privileged information in litigation.
The Legal Intelligencer | Commentary
By Edward T. Kang | May 18, 2023
Not all indemnification and advancement rights are created equal. While many companies provide broad and mandatory advancement rights to covered persons, some companies provide permissive advancement rights.
The Legal Intelligencer | Commentary
By Matthew McCloskey and Simone Fair | May 10, 2023
In the common conception, the doctrine of negligence per se holds individuals or organizations automatically liable for the violation of a statute or regulation. The discerning practitioner should be aware of the many jurisdictions in which this general principle is subject to numerous exceptions, distinctions and subtleties.
Delaware Business Court Insider | Commentary
By Molly DiBianca and Robert T. Hoban | May 10, 2023
On April 23, Delaware became the 22nd state in the country to legalize marijuana for recreational use. With the passage of the new law, Delaware employers face new challenges and questions. This article is intended to offer some answers.
Daily Business Review | Commentary
By Heather Woods | May 8, 2023
All lawyers should be mindful of this recent shift, especially those whose practice involves advising on corporate conduct and misconduct, including those admitted to practice in Florida—given the significant number of Florida companies registered in Delaware and Florida's legal history of following Delaware precedent.
Delaware Business Court Insider | Commentary
By Mark E. Felger and Simon E. Fraser | May 3, 2023
The Delaware bankruptcy court ruled that a plaintiff need not explicitly plead its "due diligence" in investigating its preference cause of action. Rather, a general allegation under Federal Rule of Civil Procedure 9(c) that "all conditions precedent have occurred" suffices.
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