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 Christopher N. Kelly and Justin T. Hymes | October 18, 2023
In two recent post-trial decisions, the Delaware Court of Chancery found that officers of a target company had breached their fiduciary duties in connection with a sale process by acting for personal gain, rather than to maximize stockholder value, that the target boards did not sufficiently manage the officers' conflicts of interest that infected the sale process, and that the acquirors were liable for aiding and abetting certain of the sell-side fiduciary breaches.
The Legal Intelligencer | Commentary
By Lawrence Spiller Kimmel | October 3, 2023
Unless the claimant's attorney can globally commute the case (both sides have to agree to commute a case) or can pursue permanent impairment benefits, then getting an attorney fee from a workers' compensation death case can be difficult to achieve.
The Legal Intelligencer | Commentary
By Carl W. Hittinger and Michael Neminski | September 29, 2023
While the DOJ is continuing its aggressive prosecution of criminal cases, it is also now utilizing alternative methods to pursue alleged monopolistic conduct.
Delaware Business Court Insider | Commentary
By Louis J. Cannon | September 20, 2023
These decisions are the latest in a continued series of recent NLRB opinions encroaching upon nonunion employers' ability to manage their businesses. This client alert explains the importance of these developments and what employers should do now.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | September 13, 2023
In IBEW Local Union 480 Defined Contribution Plan and Trust v. Winborne, the Court of Chancery provided guidance concerning the holistic inquiry that the court uses to assess good faith, holding that the plaintiff successfully had pleaded that a majority of the board acted in bad faith in approving a buyout of a liability for $850 million that the company contemporaneously valued at $175.3 million in its audited financial statements.
The Legal Intelligencer | Commentary
By Francis J. Lawall and Marcy J. McLaughlin Smith | September 7, 2023
The court affirmed the U.S. District Court for the Southern District of New York's decision that notes issued from the syndicated loan transaction were not securities under the application of the test set forth in the U.S. Supreme Court's decision in Reves v. Ernst & Young.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | September 6, 2023
Vice Chancellor Sam Glasscock III considered whether a personal relationship between an independent director and a conflicted director was sufficient to corrupt the independent director's loyalty in approving a cash only freeze-out merger.
By Stephen Blake and Sareen Armani | September 4, 2023
A wave of "conservative" political lawsuits and advocacy campaigns seeking to advance "anti-ESG" or "anti-woke" themes have resulted in certain companies de-emphasizing disclosure of their ESG initiatives, according to Simpson Thacher & Bartlett's Stephen Blake and Sareen Armani.
The Legal Intelligencer | Commentary
By Andrew C. Kassner and Joseph N. Argentina Jr. | September 1, 2023
The court found that a contract to produce a documentary television series by a media company was not a personal services contract under applicable nonbankruptcy law and approved assignment of the contract to the company's secured lenders in connection with the lenders' purchase of the debtors' business.
The Legal Intelligencer | Commentary
By Jay A. Dubow, Joanna J. Cline and Erica H. Dressler | August 28, 2023
Recent decisions by the Delaware Court of Chancery demonstrate that when a SPAC transaction and the disclosures surrounding it are challenged, defendants may face an uphill battle to prevail on a motion to dismiss, especially where breach of fiduciary duty claims have been asserted.
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