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Delaware Business Court Insider

How the FTC's Noncompete Ban Would Change Delaware Law

If the final rule is upheld, Delaware's approach to employment-related restrictive covenants will change significantly.
3 minute read

Delaware Business Court Insider

Del. Exclusive Forum Selection Clause Does Not Bind Contracting Party's Managers, Principals, Owners Who Do Not Directly Benefit From Contract

Parties to transaction agreements often choose Delaware as the exclusive forum for disputes arising out of their transactions. This is common, where the parties are from diffuse geographic locations, but desire a single forum well-versed in corporate and commercial law—like Delaware—to resolve their disputes.
5 minute read

Delaware Business Court Insider

Court of Chancery Grants Special Litigation Committee's Dismissal of 'Carvana' Derivative Action

In re Carvana Stockholders Litigation is another example of a board successfully employing this process to discontinue a derivative suit after directors weighed the pros and cons and made a good faith business judgment to dismiss.
6 minute read

Delaware Business Court Insider

Chancery Court Emphasizes Nexus Between Unclean Hands Defense and Asserted Claims

In Pilot v. Greg Abel, Vice Chancellor Morgan T. Zurn granted a motion to strike the defenses of unclean hands and in pari delicto because the defenses lacked a sufficient nexus to the contractual claims asserted by the plaintiff.
8 minute read

Delaware Business Court Insider

Bankruptcy Court Rejects Equity Holder's Challenge to Revoke Confirmation Order in 'Virgin Orbit'

The equity owner asserted that the confirmation order that was previously entered by the court should be revoked based on the equity owner's claim that value was lost due to improper sale and marketing efforts by the debtors and its professionals both pre- and post-bankruptcy and, as such, they should have been "in the money" and entitled to a distribution under the confirmed plan.
11 minute read

Delaware Business Court Insider

Profit With Purpose: Exploring the Power of Delaware Public Benefit Corporations

In this article, we have focused on entities available under Delaware law. Delaware public benefit corporations (PBCs) emerged in 2013 and have become especially popular as a result of the increased demand for socially conscious business practices, combined with the familiar reliability of Delaware corporate law.
6 minute read

Delaware Business Court Insider

Chancery Dismisses Derivative Action Based on Plaintiff's Failure to Allege Particularized Facts Demonstrating Demand Futility

As demonstrated by Harrison Metal Capital III v. Mathe, failure to assert well-pleaded allegations showing that a majority of the board is disabled from disinterestedly and independently evaluating whether to bring an action is fatal to a stockholder derivative claim.
5 minute read

Delaware Business Court Insider

Terra Luna—Marking the Beginning and the End of the 'Crypto Winter'?

Does Terra's bankruptcy mark the end of the "Crypto Winter"? The recent rebound of the cryptocurrency market seems to suggest so, particularly with Bitcoin setting a new all-time high of $73,805.27 on March 14, 2024.
5 minute read

Delaware Business Court Insider

Chancery Dismisses Suit Against Walgreens Directors, Rejecting 'Reflexively Filed' 'Caremark' Claims

"Fueled by hindsight bias," Vice Chancellor Lori W. Will explained, Caremark suits have "proliferated in Delaware" seeking to hold directors personally liable for imperfect efforts, operational struggles and business decisions. But, the court noted, a stockholder's position that the board's response to a corporate crisis merely "came too late and did too little" is insufficient under Caremark, which requires a showing that directors acted in bad faith.
6 minute read

Delaware Business Court Insider

Derivative Suit Claiming Directors Breached Duty of Oversight in Alleged 'Overfilled and Overbilled' Insulin Scheme Dismissed

In a recent memorandum opinion dismissing a suit brought by stockholders derivatively on behalf of Walgreens Boots Alliance, Inc. (Walgreens), Vice Chancellor Lori Will of the Delaware Court of Chancery issued a reminder of the "narrow confines" in which a successful Caremark claim lives.
8 minute read

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