Law Offices of Gary Martin Hays & Associates
P.C.
75 Ponce De Leon Ave NE Ste 101
Atlanta,
GA 30308(470) 294-1674
www.garymartinhays.com
Delaware Business Court Insider | Commentary
By Molly DiBianca | August 17, 2022
In a recent decision, Metro Storage International, v. Harron, C.A. No. 2018-0937-JTL (Del. Ch. May 4, 2022), the Delaware Court of Chancery made clear that executives who engage in double dealing will pay a high price for their bad acts.
Delaware Business Court Insider | Commentary
By Robert B. Greco and Brian T.M. Mammarella | August 17, 2022
Where a literal reading yields a result at odds with what the drafters would have reasonably intended (which itself derives from the commercial context evidenced in plain terms throughout the instrument), literal meaning gives way to a more nuanced "objective" meaning. This article explores the application of this key precept in the interpretation of charters and bylaws.
Delaware Business Court Insider | Commentary
By Michael B. Gonen | August 10, 2022
Delaware Supreme Court affirms dismissal on SLC's motion, refusing to apply "Caesar's Wife" standard of "above reproach" to multi-member SLCs.
Delaware Business Court Insider | Commentary
By T. Brad Davey, Mathew A. Golden and Matthew D. Venuti | August 3, 2022
The Delaware legislature has passed a bill to amend Section 102(b)(7) of the General Corporation Law of the State of Delaware to alter the scope of monetary liability for officers of Delaware corporations. Specifically, the amendments extend the opportunity for Delaware corporations to exculpate their officers, in addition to their directors, for monetary liability for certain breaches of fiduciary duty.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | August 3, 2022
Can the Delaware Court of Chancery award damages to a defendant who was improperly enjoined by an order that dispensed with the need for a bond because of the parties' prior contractual waiver that a bond be required?
Delaware Business Court Insider | Commentary
By Kate Roggio Buck and Shannon Dougherty Humiston | July 27, 2022
The U.S. Bankruptcy Court for the District of Delaware declared on July 14 that creditors known to debtors prior to filing for Chapter 11 bankruptcy that did not receive actual notice of the bankruptcy cases may pursue claims in the venue of their choice.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | July 20, 2022
When director actions affect an election of directors or a stockholder vote on matters of corporate control, the board's actions must satisfy enhanced scrutiny under the legal test set forth in Blasius Industries v. Atlas.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | July 6, 2022
The Delaware Court of Chancery has broad discretion to tailor a remedy to suit a particular situation. The recovery in a derivative action generally goes to the corporation, but that rule is not absolute.
Delaware Business Court Insider | Commentary
By Cliff C. Gardner and Peyton V. Carper | June 29, 2022
In "pro-sandbagging" states, a buyer's pre-closing knowledge of a breach does not prevent her from bringing a successful claim for breach of warranty. In "anti-sandbagging" states, a buyer who knew (or should have known) that the warranty was untrue is barred from recovering on a claim for breach.
Delaware Business Court Insider | Commentary
By Cheneise V. Wright | June 29, 2022
In BET FRX v. Rebecca Myers, C.A. No. 2019-0894-KSJM (Apr. 27, 2022), the Delaware Court of Chancery granted in part and denied in part in a motion to dismiss minority stockholder claims for breach of the LLC agreement, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duties, directly and derivatively, and judicial dissolution pursuant to 6 Del. C. Section 18-802.
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