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Delaware Business Court Insider

Recent Cases Emphasize the Holistic Evaluation of Director Independence in the Demand Futility Context

Delaware law has long recognized that significant personal or professional ties to a party who would be a defendant in the prospective derivative claim, like a conflicted controlling stockholder, is grounds for finding a director lacks independence.
6 minute read

Delaware Business Court Insider

In Pari Delicto: Neither Fish Nor Fowl

In a somewhat unusual case, Vice Chancellor Morgan T. Zurn addressed the question whether in pari delicto is an equitable or a legal defense.
5 minute read

Delaware Business Court Insider

Complaint Dismissed Against Managers of a Del. LLC Where Plaintiffs Fail to Allege Standard of Conduct Violation

Under Delaware law, the members of a limited liability company may eliminate or modify the common law fiduciary duties of loyalty and care in their operating agreement. When they do so, Delaware courts will analyze any alleged management misconduct under the standard of conduct to which the parties agreed.
4 minute read

Delaware Business Court Insider

Chancery Affirms Advancement Principles

A recent Delaware Court of Chancery decision acknowledged a pattern of corporations providing directors with advancement rights, and then when those directors attempt to exercise those rights, the corporations resist, claiming that exceptional circumstances exist that require the court to deviate from the principles of law granting advancement.
5 minute read

Delaware Business Court Insider

Chancery Relies on Market-Based Metrics in Recent Appraisal Decisions

Following the Delaware Supreme Court's appraisal decisions in Aruba, Dell and DFC, the Delaware Court of Chancery relied exclusively on market-based metrics to determine fair value in three recent appraisal decisions.
8 minute read

Delaware Business Court Insider

After Reargument, Chancery Affirms There Is No Bar to an Advance Waiver of Appraisal Rights

The case involved the sale by merger of Authentix Acquisition Co. to a third party. The petitioners had been the sole owners of the company's predecessor.
6 minute read

Delaware Business Court Insider

Enforcing Del. Choice-of-Law Provisions in Restrictive Covenant Agreements

There has been a recent trend where employers have sought to circumvent California's public policy by invoking Delaware law in restrictive covenant agreements with their employees.
9 minute read

Delaware Business Court Insider

Advance Notice Bylaws: Who Will Suffer the Consequences of Stockholder Noncompliance?

In a recent decision, Bay Capital Finance v. Barnes and Noble Education, the Delaware Court of Chancery interpreted and analyzed the effect of stockholder noncompliance with the express requirements of an advance notice bylaw.
6 minute read

Delaware Business Court Insider

'Scott v. DST Systems': Court Rejects Mootness Fee for Target's Supplemental Disclosures Explaining Valuation Analyses

Disclosure-only settlements of M&A class actions have received increased scrutiny since decisions like the Delaware Court of Chancery's 2016 Trulia opinion and the U.S. Court of Appeals for the Seventh Circuit's Walgreens decision from later that year.
5 minute read

Delaware Business Court Insider

Chancery Declines to Stay Action in Derivative Lawsuit Involving Special Litigation Committee

After the filing of a derivative lawsuit, it is common for the board of the company at issue to form a special litigation committee that will move to stay the action while it evaluates whether to pursue the derivative claims. More often than not, the Delaware Court of Chancery will grant that motion.
6 minute read

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