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Delaware Business Court Insider

Court Denies TRO; Highlights the Difficulty of Board Conflicts With Controlling Stockholders

What obligations does a board of directors owe to a controlling stockholder? What actions can a board of directors take against a controlling stockholder?
7 minute read

Delaware Business Court Insider

Appraisal, Quasi-Appraisal and Indemnification—Are Deals at Risk?

Delaware litigators and deal lawyers around the globe are keen on accounting for the risk of dissenting stockholders exercising appraisal rights when negotiating and structuring a corporate transaction.
1 minute read

Delaware Business Court Insider

Self-Dealing Conduct Supporting Fiduciary-Duty Claims Was Covered by Contractual Duties Imposed in the LLC Agreement

The Delaware Limited Liability Company Act's policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements.
5 minute read

Delaware Business Court Insider

Del. Rejects Adequate Alternative Forum as an Independent Threshold Consideration for Forum Non Conveniens Applications

The Delaware Supreme Court recently issued an important decision clarifying Delaware's forum non conveniens FNC law in Hupan v. Philip Morris USA.
1 minute read

Delaware Business Court Insider

The 'MFW' Framework Gains Traction Outside the Merger Context

Controlling-stockholder transactions are a regular part of many companies' business; in some cases, they are essential. When challenged, however, such transactions have often been scrutinized under the entire fairness standard, the most exacting standard under Delaware law.
1 minute read

Delaware Business Court Insider

Delaware Proposes Updates to Its LLC Statute Regarding Series LLCs

On April 6, the Delaware Corporation Law Section of the Delaware Bar Association proposed some major and minor amendments to the Delaware Limited Liability Company Act. If introduced in and approved by the Delaware General Assembly and the governor, one of the most significant changes will involve the provisions of the act dealing with series LLCs.
11 minute read

Delaware Business Court Insider

Bankruptcy Court Enjoins Creditor From Pursuing Claims in Chancery in Chapter 11 Trust Liquidation

In JMO Wind Down, Chief Bankruptcy Judge Brendan Shannon considered a motion to enjoin a creditor from pursuing claims against various defendants that were pending in a civil action in the Delaware Court of Chancery based on the provisions of the debtor's Chapter 11 plan of liquidation.
1 minute read

Delaware Business Court Insider

Chancery Court Nullifies Cancellation of Certificate of Formation of Delaware LLCs

Parties who form Delaware limited liability companies to organize their business affairs do so to structure their relationships contractually. This enables them to organize the governance and economic rights in a manner tailored to the enterprise they are establishing.
1 minute read

Delaware Business Court Insider

Court Sustains 'Bad Faith' Claim Challenging Compensation Paid to Allegedly Incapacitated Executive

In Feuer v. Redstone, the Delaware Court of Chancery considered a motion to dismiss derivative claims challenging compensation CBS Corp. paid to nonagenarian Sumner Redstone after he allegedly became physically and mentally incapacitated and ceased rendering meaningful services.
8 minute read

Delaware Business Court Insider

Does a Nonresident Del. Officer's Service to a Corporation Allow Courts to Compel Testimony?

Does a nonresident officer's prior service to a Delaware corporation allow the Delaware courts to compel her to appear to testify at trial as a third-party witness?
6 minute read

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