The Legal Intelligencer | Commentary
By Edward T. Kang and Ryan T. Kirk | May 12, 2022
Because veil piercing is a highly fact-intensive inquiry, it can be difficult to predict in advance when a court will grant such a remedy. This is because, in addition to the multi-factor analysis that often goes into the decision of whether to pierce, there are also a variety of different forms that veil piercing can take.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi | May 11, 2022
A recent Delaware Supreme Court decision provides a lesson for drafters of agreements for the sale of a business by providing an example of the problems caused by a lack of clarity in describing a deadline to send notices of claims for indemnification post-closing.
The Legal Intelligencer | Commentary
By Francis J. Lawall and Kenneth A. Listwak | May 5, 2022
It arguably goes without saying that when entering into a stipulation or any settlement in a bankruptcy proceeding that purports to resolve the entire amount and treatment of a claim, the terms of such agreement must fully and clearly reflect the intent of the parties.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | May 4, 2022
The U.S. Supreme Court, in a per curiam opinion in 2020, said that the federal courts may issue nunc pro tunc orders, or "now for then" orders, to reflect the reality of what had already occurred.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus and R. Eric Hacker | April 27, 2022
Under Section 212(e), a proxy may be made irrevocable "if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power." But, once established, does an irrevocable proxy bind only the individual stockholder who granted the proxy, or does it also bind subsequent holders of the stock, too?
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi | April 20, 2022
A recent noteworthy Delaware Court of Chancery decision should be kept handy by corporate and commercial litigators for its practical and persuasive analysis of noncompliant handling of confidential documents: AlixPartners v. Mori, C.A. No. 2019-0392-KSJM (Del. Ch. April 14, 2022).
Delaware Business Court Insider | Commentary
By Mackenzie M. Wrobel | April 6, 2022
Vice Chancellor Lori Will in In re Aerojet Stockholder Litigation, No. 2022-0127-LWW, confirms that the middle, in a field of neutrality, is exactly where a company and its resources must remain in the midst of contested director elections involving a mixed bag of incumbent directors and insurgents.
The Legal Intelligencer | Commentary
By Maxwell Briskman Stanfield | April 1, 2022
As attorneys who represent business owners know, the process of starting a small business and growing it into a successful and thriving enterprise doesn't happen without hard work. Further, it requires paying attention to key operational and legal issues from the start.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | March 30, 2022
May a third party bring a direct action against an insurer for coverage on a theory of subrogation when equitable subrogation does not apply and the right cannot be traced to a statute or contract?
The Legal Intelligencer | Commentary
By Francis DiGiovanni and Claudia Schultze | March 22, 2022
A terminal disclaimer—a seemingly simple document that shortens a patent's life by declaring that it expires upon the expiration of another commonly owned patent—is replete with technical and substantive traps for the unwary and far-reaching consequences during both prosecution and enforcement of U.S. patents.
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