Delaware Business Court Insider | Commentary
By Julie B. Palley | July 10, 2019
The entire fairness standard requires directors to demonstrate that both the amount of compensation and the process by which the compensation is determined is “entirely fair” to the company.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | July 3, 2019
Since the Delaware Supreme Court's 2015 Corwin decision, practitioners in merger transactions have been able to advise clients that a transaction otherwise subject to enhanced scrutiny could be subject to business judgment review if the transaction is approved by a majority of fully informed, noncoerced shareholders.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | July 3, 2019
In Shareholder Representative Services v. RSI Holdco, Vice Chancellor Kathleen McCormick addressed the question of when a buyer may use the acquired company's privileged, pre-merger attorney-client communications in post-closing litigation against the seller?
Delaware Law Weekly | Commentary
By Jenna Greene | June 26, 2019
'The deposition appears to have been a colossal waste of time and resources,' the Delaware Supreme Court wrote in a 20-page addendum detailing the misconduct of Tony award-winning producer Carole Shorenstein Hays.
The Legal Intelligencer | Commentary
By Edward T. Kang | June 20, 2019
In its simplest form, the piercing of the corporate veil is an equitable remedy available to the creditors of corporate entities to request the court to hold their owners liable for the corporate debts.
Delaware Business Court Insider | Commentary
By Michael R. Lastowski | June 19, 2019
Fee shifting is always the exception, rather than the rule, and a party may reasonably expect that each party will bear its own costs. In receivership actions, the receivership will usually bear its own costs.
Delaware Business Court Insider | Commentary
By Robert B. Greco | June 12, 2019
In Stein v. Blankfein, the Delaware Court of Chancery issued one of its first opinions addressing director compensation following the Delaware Supreme Court's ruling in In re Investors Bancorp Stockholder Litigation.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | June 5, 2019
In Jalbert v. Flanagan (In re F-Squared Investment Management), the trustee of a liquidating trust sought to avoid bonus payments by the debtors as fraudulent conveyances.
Delaware Business Court Insider | Commentary
By Ellis E. Herington and Douglass Herrmann | May 29, 2019
Delaware courts will enforce the terms of well-drafted, unambiguous contracts. Clearly communicating and memorializing parties' expectations in the terms of their contract puts parties in the best position possible to have their expectations enforced and receive the benefit of their bargain.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | May 22, 2019
Delaware corporate law allows for a corporation to agree in its organizational documents or contracts to advance legal fees and expenses in defense of actions, arising from a person's service to the company.
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