Delaware Business Court Insider | Commentary
By Aaron R. Sims and Matthew D. Venuti | February 16, 2022
The court's ruling in Zoox has implications and raises questions both in and outside the context of appraisal proceedings.
Delaware Business Court Insider | Commentary
By Jared Zola | February 10, 2022
Corporations may prefer to pay these costs rather than face a rock-hard D&O insurance market and the seemingly "deny first and ask questions later" attitude of many claims handlers nowadays, or go through the hassle of creating a trust or other alternative arrangement for indemnification.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | February 2, 2022
At common law, before the directors could sell all the assets of a healthy corporation, they had to obtain unanimous stockholder approval. The unanimity requirement gave rise to holdout problems, where a minority of stockholders could block a transaction.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | January 26, 2022
The Delaware Court of Chancery applied entire fairness review and held that the plaintiff stockholders had stated legally sufficient "nonexculpated claims against the controlling stockholder and directors" of Churchill Capital Corp. III, a SPAC, in connection with its de-SPAC merger with a private operating company.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi, Ciro C. Poppiti III and Cheneise V. Wright | January 19, 2022
This year's list focuses, with some exceptions, on the unsung heroes among the many decisions that have not already been widely discussed by the mainstream press or legal trade publications. Links are also provided below to the actual court decisions and longer summaries.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | January 12, 2022
The Supreme Court held that the trustee should be substituted for the nominal defendant and realigned as the plaintiff in the Chancery Action to enable him to pursue the derivative claims previously asserted by the plaintiff in the Chancery Action.
Delaware Business Court Insider | Commentary
By Michael B. Gonen | January 12, 2022
Because the state Legislature has acted in the intervening time, the decision calls into doubt the validity of certain provisions of Delaware's corporate tax laws.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell and Barnaby Grzaslewicz | December 15, 2021
While parties may discuss the terms of a business arrangement, absent definite agreement on all material terms or a definite promise, these arrangements are generally unenforceable.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | December 8, 2021
The vested rights doctrine allows a property developer to proceed with a project under the rules and regulations in place at the time that its rights vested, despite subsequent changes to the law.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | December 8, 2021
A plaintiff seeking to bring derivative claims on behalf of a Delaware corporation bears a heavy burden if she has not made demand and seeks to demonstrate that demand would be futile based on directors' alleged substantial risk of personal liability from approving the transaction under attack.
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