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Delaware Business Court Insider

16th Annual Review of Key Del. Corporate and Commercial Decisions (Part 2)

This is the 16th year that Francis G.X. Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery.
24 minute read

Delaware Business Court Insider

16th Annual Review of Key Del. Corporate and Commercial Decisions (Part I)

This is the 16th year that Francis G.X. Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery.
18 minute read

Delaware Business Court Insider

A Primer and a Warning for Section 220 Proceedings

A recent decision by Vice Chancellor Kathaleen McCormick presents a primer on increasingly common defenses to stockholder books and records inspection demands and a cautionary tale for defendants in Section 220 proceedings who opt to pursue overly aggressive defense strategies that seek to place obstacles to the use of Section 220 as a quick and easy pre-filing discovery tool.
10 minute read

Delaware Business Court Insider

Court Clarifies When Books and Records Requests to Investigate Wrongdoing or Mismanagement Have a 'Proper Purpose'

Section 220 of the Delaware General Corporation Law permits a stockholder to inspect corporate books and records for a "proper purpose" reasonably related to her interests as a stockholder.
6 minute read

Delaware Business Court Insider

Chancery Holds First-Party Claims Covered by Standard Indemnity Provision in LLC Agreement Absent Express Contrary Intent

A long line of cases has held that a standard indemnification provision in a bilateral commercial contract will be presumed not to provide for fee-shifting with respect to claims between the contracting parties absent a clear and unequivocal articulation of an intent to do so.
7 minute read

Delaware Business Court Insider

Court of Chancery Speaks on an Increasingly Common Choice of Law Issue

In a recent decision, the Delaware Court of Chancery faced the increasingly common situation in which parties' contractual provisions select Delaware law to govern the parties' disputes in an apparent attempt to bypass the law of another state that otherwise would be applicable.
6 minute read

Delaware Business Court Insider

Recent Developments Regarding 'Wolf Pack' Provisions in Rights Plans

A traditional stockholder rights plan remains one of the most effective tools a board of directors may use to protect the corporation's stockholders from the threat of a hostile or abusive takeover.
8 minute read

Delaware Business Court Insider

Chancery Court Ruling Confirms High Bar to Pleading a Nonexculpated 'Revlon' Claim

Vice Chancellor Morgan T. Zurn's recent decision in Rudd v. Brown reaffirms longstanding Delaware law protecting director decision-making in M&A transactions, even where Revlon duties apply and an activist has threatened the board members with a proxy campaign.
7 minute read

Delaware Business Court Insider

Waiver of Partition Right Held Unenforceable Where Unlimited in Duration

The dispute involved 140 acres of farmland near Milton, Delaware. Two siblings had acquired the property from their parents by gift and purchase. In a written co-ownership agreement, they agreed to waive any right that they may have to seek partition of the property without the prior written consent of the other.
6 minute read

Delaware Business Court Insider

Court of Chancery Permits $4.3 Billion Interim Distribution in Altaba Dissolution

The opinion also provides important guidance with respect to several other issues that arise in long-form dissolutions, and, given the unprecedented size and complexity of Altaba's dissolution, it will likely be the first of a number of opinions and orders to do so in this case.
7 minute read

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