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Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | May 8, 2019
Until recently, there were no cases definitively addressing the scope of Section 18-111's fifth jurisdictional category.
Delaware Business Court Insider | Commentary
By Albert J. Carroll | May 8, 2019
When challenged, transactions involving a corporation and its conflicted controlling stockholder invoke Delaware's rigorous form of judicial scrutiny, known as entire fairness review.
Delaware Business Court Insider | Commentary
By Richard L. Renck | May 1, 2019
Most readers of this publication will likely be familiar with the MFW conditions announced by the Delaware Supreme Court in 2014, and which, when present, alter the standard of review of transactions between a Delaware corporation and a controller from the traditional—and onerous—entire fairness standard of review to the application of the business judgment rule.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Jessica L. Reno | April 24, 2019
The Delaware Court of Chancery recently analyzed an indemnification clause and performed other contract interpretation in NASDI Holdings v. North American Leasing.
Delaware Business Court Insider | Commentary
By Meghan A. Adams | April 17, 2019
Under Delaware law, majority or controlling stockholders owe fiduciary duties to the company and its minority stockholders. Under certain circumstances, however, a stockholder that owns less than 50 percent of the company's outstanding stock can be deemed a controlling stockholder and therefore subject to the same fiduciary obligations.
The Legal Intelligencer | Commentary
By Andrew C. Kassner and Joseph N. Argentina Jr. | April 16, 2019
One of the powerful benefits of bankruptcy is the ability to obtain a “fresh” start by obtaining a discharge of most, but not all claims that arose prior to the filing of the bankruptcy case.
Delaware Business Court Insider | Commentary
By Robert B. Little and Steve Wright | April 10, 2019
The Delaware Court of Chancery recently issued an opinion that provides guidance for the application of extra-contractual principles in an earn-out context, further stressing the importance of precise drafting of earn-out provisions.
Delaware Business Court Insider | Commentary
By Christopher B. Chuff, Joanna J. Cline and Taylor B. Bartholomew | April 3, 2019
A recent decision by the Delaware Court of Chancery provides important guidance on two types of contractual provisions that routinely appear in complex purchase agreements—efforts clauses and notice provisions.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | April 3, 2019
In a recent letter opinion, Tratado de Libre Commercio v. Splitcast Technology, C.A. No. 2019-0014-JRS (Del. Ch. March 6), Vice Chancellor Joseph Slights addressed the issue of how to perfect service upon a dissolved limited liability company (LLC).
By Kirt O'Neill and Clayton Matheson | March 28, 2019
Out of concern for limiting the “extraterritorial” reach of America's patent laws, courts have long held that prevailing infringement plaintiffs…
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