Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | August 4, 2021
It is a well-established ethical principle that, in general, a lawyer who represents a client in a litigated matter may not also appear as a witness in the same matter, whether for or against the client.
Delaware Business Court Insider
By Francis G.X. Pileggi and Chauna A. Abner | July 28, 2021
The Delaware Court of Chancery's recent decision in Shareholder Representative Services v. Albertsons Cos., C.A. No. 2020-0710-JRS (Del. Ch. June 7, 2021), involves the seller of a business claiming that the buyer intentionally evaded post-merger earnout payments.
Delaware Business Court Insider | Commentary
By Kerri K. Mumford and Jennifer L. Cree | July 21, 2021
The U.S. Court of Appeals for the Third Circuit recently issued a precedential decision involving a matter of first impression that likely will modify how pharmaceutical and other distributors and their related entities structure their business dealings with manufacturers and others with analogous arrangements.
Delaware Business Court Insider
By P. Clarkson Collins Jr. | July 21, 2021
The contractual nature of limited liability companies and their often closely-held membership can pose significant pleading challenges, however, when a member feels aggrieved by the alleged misconduct of another LLC member or manager and must decide whether the asserted claims are derivative or direct.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | July 7, 2021
A proper balance between the stockholders' right to elect directors and the board's right to manage the company is dependent on the stockholders' unimpeded right to vote in an election of directors.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | June 30, 2021
What law determines whether a "business trust" may be an eligible debtor under Chapter 11? There is a split of authority as to whether the law of the jurisdiction in which the trust resides or federal common law controls.
Delaware Business Court Insider | Commentary
By Sara Thompson | June 23, 2021
Section 220 of the General Corporation Law of the State of Delaware provides stockholders with the right to inspect the books and records of a corporation for a "proper purpose" that is "reasonably related to such person's interest as a stockholder."
Delaware Business Court Insider | Commentary
By Jarret P. Hitchings | June 16, 2021
In most cases, courts are presented with competing experts offering damage valuations based on estimates, forecasts, projections and discounts, and are then tasked with rending this information into a monetary amount sufficient to compensate a party for its injury.
Delaware Business Court Insider | Commentary
By R. Eric Hacker | June 9, 2021
In a case of first impression, the Vice Chancellor Joseph R. Slights III in Manichaean Capital v. Excela Technologies, C.A. No. 2020-0601-JRS (Del. Ch. May 25, 2021) refused to dismiss a claim to use reverse veil-piercing to execute upon a limited liability company charging order issued to the plaintiffs in their efforts to collect a judgment in an appraisal action.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | June 2, 2021
The Supreme Court approved the Court of Chancery's reliance on a 17-year old opinion by then Vice Chancellor Leo Strine in Milford Power v. PDC Milford Power, 866 A.2d 738 (Del. Ch. 2004).
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