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 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.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller, Catherine G. Dearlove and Russell C. Silberglied | November 4, 2020
The opinion also provides important guidance with respect to several other issues that arise in long-form dissolutions, and, given the unprecedented size and complexity of Altaba's dissolution, it will likely be the first of a number of opinions and orders to do so in this case.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | October 28, 2020
Delaware courts have often thwarted plaintiffs' pursuit of both a claim for breach of contract and a claim for breach of fiduciary duty when those claims arose out of the same facts.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | October 21, 2020
A claim for aiding and abetting a breach of fiduciary duty fails if a plaintiff cannot allege an underlying breach. In that circumstance there is no breach to aid and abet.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | October 7, 2020
In MTA Canada Royalty v. Compania Minera Pangea, Judge Abigail LeGrow considered whether an agreement's anti-assignment clause operated to void an assignment that occurred as a result of a subsequent merger between a contracting party to the agreement and a third party.
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