Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | February 3, 2021
In Surf's Up Legacy Partners (f/k/a KAABOO) v. Virgin Fest, Superior Court Judge Paul Wallace, in an opinion resounding with musical allusions, invoked the affiliate privilege doctrine to dismiss a claim for tortious interference.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | January 27, 2021
This is the 16th year that Francis G.X. Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | January 20, 2021
This is the 16th year that Francis G.X. Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | January 13, 2021
A recent decision by Vice Chancellor Kathaleen McCormick presents a primer on increasingly common defenses to stockholder books and records inspection demands and a cautionary tale for defendants in Section 220 proceedings who opt to pursue overly aggressive defense strategies that seek to place obstacles to the use of Section 220 as a quick and easy pre-filing discovery tool.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | December 16, 2020
Section 220 of the Delaware General Corporation Law permits a stockholder to inspect corporate books and records for a "proper purpose" reasonably related to her interests as a stockholder.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | December 9, 2020
A long line of cases has held that a standard indemnification provision in a bilateral commercial contract will be presumed not to provide for fee-shifting with respect to claims between the contracting parties absent a clear and unequivocal articulation of an intent to do so.
Delaware Business Court Insider | Commentary
By Joanna J. Cline and Emily L. Wheatley | November 25, 2020
In a recent decision, the Delaware Court of Chancery faced the increasingly common situation in which parties' contractual provisions select Delaware law to govern the parties' disputes in an apparent attempt to bypass the law of another state that otherwise would be applicable.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller and Taylor D. Anderson | November 11, 2020
A traditional stockholder rights plan remains one of the most effective tools a board of directors may use to protect the corporation's stockholders from the threat of a hostile or abusive takeover.
Delaware Business Court Insider | Commentary
By Brian M. Lutz and Colin B. Davis | November 11, 2020
Vice Chancellor Morgan T. Zurn's recent decision in Rudd v. Brown reaffirms longstanding Delaware law protecting director decision-making in M&A transactions, even where Revlon duties apply and an activist has threatened the board members with a proxy campaign.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | November 4, 2020
The dispute involved 140 acres of farmland near Milton, Delaware. Two siblings had acquired the property from their parents by gift and purchase. In a written co-ownership agreement, they agreed to waive any right that they may have to seek partition of the property without the prior written consent of the other.
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