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Delaware Business Court Insider

2021 Amendments to Delaware Corporate Law and Alternative Entity Statutes

The 2021 amendments to the Delaware General Corporation Law, the Delaware Revised Uniform Partnership Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act went into effect Aug. 1.
9 minute read

Delaware Business Court Insider

Updates to Guidelines for Lawyers Practicing in the Court of Chancery

The revised guidelines include practice tips on remote courtroom proceedings—a necessary consequence of the pandemic that will likely remain a permanent feature of Chancery practice to some degree.
4 minute read

Delaware Business Court Insider

What Is Fraud on the Board? 3 Opinions Seek to Answer That Question

Delaware courts have recently applied the once-obscure theory to serve at least three distinct doctrinal ends. This article describes, at a high level, what fraud on the board is by pinpointing the various doctrinal roles it has played in three recent opinions issued by the Delaware Court of Chancery.
6 minute read

Delaware Business Court Insider

Chancery Addresses Whether Trial Counsel Can Call Himself as a Witness at Trial

It is a well-established ethical principle that, in general, a lawyer who represents a client in a litigated matter may not also appear as a witness in the same matter, whether for or against the client.
7 minute read

Delaware Business Court Insider

Chancery Identifies Claims Barred by Standard Integration Clause

The Delaware Court of Chancery's recent decision in Shareholder Representative Services v. Albertsons Cos., C.A. No. 2020-0710-JRS (Del. Ch. June 7, 2021), involves the seller of a business claiming that the buyer intentionally evaded post-merger earnout payments.
4 minute read

Delaware Business Court Insider

Third Circuit Confirms No Triangular Setoff Under 553 Exception: 'Mutual' Means Mutual

The U.S. Court of Appeals for the Third Circuit recently issued a precedential decision involving a matter of first impression that likely will modify how pharmaceutical and other distributors and their related entities structure their business dealings with manufacturers and others with analogous arrangements.
7 minute read

Delaware Business Court Insider

Chancery Provides Guidance on Whether Deprivation of an LLC Member's Contractual Right to Vote Provides a Direct Derivative Claim

The contractual nature of limited liability companies and their often closely-held membership can pose significant pleading challenges, however, when a member feels aggrieved by the alleged misconduct of another LLC member or manager and must decide whether the asserted claims are derivative or direct.
6 minute read

Delaware Business Court Insider

Board Approval of Stock Sale for Purpose of Interfering With Stockholder Voting Rights Must Have Compelling Justification

A proper balance between the stockholders' right to elect directors and the board's right to manage the company is dependent on the stockholders' unimpeded right to vote in an election of directors.
3 minute read

Delaware Business Court Insider

Sontchi Rejects Majority View on Test to Determine Whether a Business Trust Is an Eligible Debtor

What law determines whether a "business trust" may be an eligible debtor under Chapter 11? There is a split of authority as to whether the law of the jurisdiction in which the trust resides or federal common law controls.
7 minute read

Delaware Business Court Insider

The Shifting Landscape and Proliferation of Books and Records Demands in Delaware

Section 220 of the General Corporation Law of the State of Delaware provides stockholders with the right to inspect the books and records of a corporation for a "proper purpose" that is "reasonably related to such person's interest as a stockholder."
7 minute read

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