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.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | September 16, 2020
Although the failure to disclose such "intrinsic value" prevented dismissal under Corwin v. KKR Financial Holdings, Vice Chancellor Sam Glasscock III held that, in the circumstances, omission and the directors' approval of the sale did not suffice to plead a breach of the directors' fiduciary duty of loyalty.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | September 2, 2020
A creditor on behalf of the company sues its controllers and advisors for looting the company, and the company files for bankruptcy, which stays the litigation and shifts the authority to pursue the claims from the creditors to a Chapter 7 trustee.
Delaware Business Court Insider | Commentary
By P. Clarkson Collins Jr. | August 26, 2020
The Delaware Court of Chancery's latest decision in the Manti Holdings v. Authentix Acquisition, stockholder appraisal litigation provides additional clarity about the ability of corporate constituents to modify by agreement the rights associated with the statutory appraisal remedy, 8 Del. C. Section 262.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller and Brian T.M. Mammarella | August 19, 2020
Since Olenik, each of the three published Court of Chancery opinions substantively addressing whether transacting parties met the ab initio requirement held that the parties failed. This article elucidates the contours of the ab initio requirement by mining fact-based guideposts from those three cases.
Delaware Business Court Insider | Commentary
By Jason J. Mendro and Jeffrey S. Rosenberg | August 12, 2020
Plaintiffs are eager to convert every corporate trauma into derivative claims, but they are anything but eager to confront the exacting standards for pleading and proving bad faith oversight under Caremark.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | August 5, 2020
Who controls the privilege for a seller's pre-sale attorney-client communications in the case of an asset purchase transaction?
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