New York Law Journal | Analysis
By John C. Coffee Jr. | November 16, 2022
Is it (or when is it) legitimate for corporate management to reject a nomination in a director election (given that management is usually self-interested)? This column's answer will be that an independent corporate board is entitled to take actions (including through bylaws amendments) that generate greater transparency and material information—subject to judicial review.
Delaware Business Court Insider | News
By Ellen Bardash | November 14, 2022
"I thought it created the type of ambitious plan that Elon tends to thrive best at," said the chair of the committee that approved the plan.
Delaware Business Court Insider | News
By Ellen Bardash | November 7, 2022
Some lawyers are concerned by the impact on options shareholders would have when making breach of duty of care claims.
Delaware Business Court Insider | News
By Ellen Bardash | October 31, 2022
Agreements signed before the company was acquired by a SPAC can't force the dispute over former executives' participation in an IPO into arbitration, Vice Chancellor Morgan Zurn said.
New York Law Journal | Expert Opinion
By Adrienne B. Koch | October 18, 2022
This article—the second in a three-part series examining common features of real estate transactions that can benefit from a litigation analysis in the negotiation phase—focuses on two of those aspects: statutes of limitations and waivers of duties.
By Jason Grant | October 14, 2022
"Plaintiffs have failed to state a claim for breach of fiduciary duty" under Scottish law, which controls, "as Scots law states that directors generally owe fiduciary duties only to their company, not to its shareholders," wrote the appeals court based in Manhattan.
By Megan Ridley-Kaye, Patrick Sarch, Tina Guo and Vinura Ladduwahetty | October 14, 2022
Recently, a debate about directors' obligation to pursue ESG considerations under the revitalized 'Caremark' standard has raised the stakes for directors of Delaware corporations, and gives us reason to compare the role of a Delaware board with that of a UK board with respect to ESG considerations.
By Kai Liekefett and Derek Zaba | October 14, 2022
Management and boards of directors should be well prepared for the changing landscape of shareholder activism that will likely result from the recent implementation of the universal proxy card system.
Delaware Business Court Insider | News
By Ellen Bardash | October 13, 2022
The order is the latest development in a relatively busy week for the trio of distinct Chancery cases concerning the deal and Twitter's disclosure of user metrics, all of which are on Chancellor Kathaleen McCormick's docket.
New York Law Journal | Analysis
By Lori Marks-Esterman | October 13, 2022
A string of recent Delaware decisions have reaffirmed the critical role the Delaware courts play in ensuring that corporate transactions are "twice-tested"—for both legal validity and equitable fairness. These holdings affirm that the demanding standards set forth in 'Schnell' and 'Blasius' are alive and well, particularly when it comes to director actions that burden or interfere with the stockholder franchise.
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