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 James H. S. Levine and Douglas D. Herrmann | August 7, 2019
All agreements rely on a mix of provisions to achieve the contracting parties’ objectives. Some of these provisions will necessarily be bespoke—drafted for use in the particular agreement—while others will be boilerplate—stock, uncustomized language usually reserved for more routine aspects of the agreement, such as integration and construction clauses and disclaimers of third-party beneficiaries.
Delaware Business Court Insider | Commentary
By Mackenzie M. Wrobel | July 31, 2019
Fiduciary duties are fundamental concepts in Delaware corporate law. Directors and officers owe duties of care and loyalty, and from these obligations flows a duty to disclose information to stockholders
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell and Albert J. Carroll | July 31, 2019
Enforcement mechanisms available to creditors of Delaware corporations may include, inter alia, claims against directors to recover unlawful dividends under Section 174 of the Delaware General Corporation Law; and fraudulent transfer claims against the corporation and transferees including, where Delaware law applies, under Delaware's Uniform Fraudulent Transfer Act.
Delaware Business Court Insider | Commentary
By Allison Land and Aarish Sheikh | July 24, 2019
The most significant changes affected by this year's amendments provide safe harbors for electronic documentation of certain acts and transactions and electronic signature of documents, and permit electronic delivery of stockholder notices, including appraisal notices.
Delaware Business Court Insider | Commentary
By Jason J. Mendro, Andrew S. Tulumello and Lissa M. Percopo | July 17, 2019
Plaintiffs and defendants alike may have thought they felt tremors ripple through the legal system last month when, for the first time, the Delaware Supreme Court reversed dismissal of derivative claims based on an alleged failure to monitor in Marchand v. Barnhill.
Delaware Business Court Insider | Commentary
By P. Clarkson Collins Jr. | July 17, 2019
An “allegation that a transaction involves a controlling stockholder who stands on both sides is a serious one because it imposes fiduciary duties on the controlling stockholder and potentially strips directors of the deferential business judgment rule.”
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | July 10, 2019
In Sider, Vice Chancellor Kathaleen McCormick rejected the request for interlocutory review, reasoning that the defendant could not establish one of the elements of the interlocutory appeal standard: “that there is no just reason for denying the appeal.”
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?
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