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Delaware Business Court Insider

Language and Context Lead Chancery to Conclude That Irrevocable Proxy Does Not Bind Subsequent Transferee

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?
6 minute read

Delaware Business Court Insider

Chancery Awards Virtually No Damages for Confidentiality Breach

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).
5 minute read

Delaware Business Court Insider

TRO Ruling Resolves Competing Proposed Orders; Says Company Neutrality Is a Must in a Control Dispute

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.
7 minute read

Delaware Business Court Insider

Slights Addresses Third-Party Direct Actions by Judgment Holders Against an Insurer

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?
8 minute read

Delaware Business Court Insider

Exclusive Forum Provisions: The Seventh Circuit Weighs In

Earlier this year, in a split-decision in Seafarers Pension Plan v. Bradway, the U.S. Court of Appeals For the Seventh Circuit reversed the Northern…
9 minute read

Delaware Business Court Insider

Delaware Custodians, Receivers and Trustees (Oh My!)

Under Delaware law, the board of directors is generally responsible for overseeing the business and affairs of the corporation.
6 minute read

Delaware Business Court Insider

Are Statutory Appraisal Proceedings the 'New 220'? Not Likely.

As framed by the court: "No Delaware court has yet confronted the precise issue presented by respondent's motion—whether an appraisal petitioner may obtain full discovery in an appraisal proceeding where the proceeding was commenced for the purpose of pre-suit investigation."
8 minute read

Delaware Business Court Insider

Court Refuses Appointment of a Custodian Under DGCL Section 226(a)(3) to Continue Defunct Corporation

Although Vice Chancellor Travis Laster denied the petition based on the language of the statute, his opinion appears to abandon the court's previous policy against permitting the revival of defunct Delaware corporations for use as blank check companies.
7 minute read

Delaware Business Court Insider

Proposed Law Would Require Paid Leave for Delaware Employees

The Healthy Delaware Families Act (the act) is a proposed law that, if passed, would provide access to paid leave for eligible Delaware workers.
7 minute read

Delaware Business Court Insider

'Zoox' and the Intersection of Stock Appraisal and Section 220 Demands in Delaware

The court's ruling in Zoox has implications and raises questions both in and outside the context of appraisal proceedings.
6 minute read

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