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Delaware Business Court Insider

Breach of a Corporate Charter Provision: Fiduciary Fault or Contractual Claim?

While the courts of Delaware have routinely observed that the governance documents for Delaware corporations—the charter and the bylaws—reflect a type of contractual relationship between and among the stockholders, the corporation and the corporation's board of directors, such a contractual relationship does not always give rise to potential claims for breach of contract where directors are alleged to have caused the company to breach specific provisions of a charter.
6 minute read

Delaware Business Court Insider

Transferring Cases From Chancery Court to Superior Court: A Step-by-Step Guide

This step-by-step guide was created after many years of "trial and error" and eventual success transferring several cases from the Court of Chancery to Superior Court.
4 minute read

Delaware Business Court Insider

Chancery Court Strikes Down Anti-Activist Poison Pill as Unreasonably Broad

In a recent post-trial decision the Delaware Court of Chancery upheld a stockholder challenge to a "poison pill" rights plan adopted by The Williams Companies' board of directors, declaring the plan unenforceable and issuing a mandatory injunction against its continued operation.
7 minute read

Delaware Business Court Insider

Chancery Rejects Proposition That Accounting Principles Must Be Consistently Applied During True-Up Process

The Delaware Court of Chancery rejected a purchaser's efforts to prevent a seller from adopting a method of calculating the post-closing purchase price adjustment that was inconsistent with the seller's pre-closing accounting practices.
6 minute read

Delaware Business Court Insider

The Doctrine of Unclean Hands as Guardian of Equity

The question posed by the vice chancellor was whether a petitioner could invoke equity to benefit from her own illegal act as a trustee. He answered no—that to apply equity in favor of the trustee, allowing her to benefit from her own unlawful act, would sully equity itself.
7 minute read

Delaware Business Court Insider

'AmerisourceBergen' and Section 220 Demands in Del.: Implications and Possible Fixes

The Delaware Supreme Court recently affirmed the Delaware Court of Chancery's post-trial decision ordering AmerisourceBergen Corp. to produce corporate books and records under Section 220 of the Delaware General Corporation Law in order to permit stockholders to investigate AmerisourceBergen's role in the distribution of opioids.
7 minute read

Delaware Business Court Insider

Elimination of Statutory Barriers May Lead to New Wave of Public Benefit Corporations

On Aug. 1, 2013, a new subchapter of the General Corporation Law of the State of Delaware (the DGCL) was added to enable Delaware for-profit corporations to be incorporated as or to become a Delaware public benefit corporation, or "PBC."
7 minute read

Delaware Business Court Insider

Delaware Corporate and Commercial Case Law Year in Review: 2020

Our criteria for selection are that the decision either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial litigation in Delaware.
21 minute read

Delaware Business Court Insider

Director to Attend Board Meeting Under False Pretenses to Meet Quorum Requirements Invalidated Board Action

Delaware courts will use their equitable powers to invalidate otherwise valid board actions tainted by inequitable deception.
5 minute read

Delaware Business Court Insider

The Affiliate Privilege Doctrine Explained

In Surf's Up Legacy Partners (f/k/a KAABOO) v. Virgin Fest, Superior Court Judge Paul Wallace, in an opinion resounding with musical allusions, invoked the affiliate privilege doctrine to dismiss a claim for tortious interference.
6 minute read

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