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 | 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?
Delaware Business Court Insider | Commentary
By Benyamin S. Ross, Mark H. Mixon Jr. and Reginald J. Glosson | July 29, 2020
In the context of limited liability companies, a right of first refusal (ROFR) limits the ability of an equityholder to transfer equity to a third party without first offering other existing equityholders a right to match the third party's offer.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | July 15, 2020
The case is significant for articulating the standard applicable to evaluating director disclosure to fellow directors and what facts are necessary to plead that the business judgment rule does not apply when the plaintiff attacks the interest of only one officer and director.
Delaware Business Court Insider
By Sue L. Robinson | July 9, 2020
Engaging multiple mediators introduces a new facet to an established practice, bringing to the table each mediator's diverse background, experience and perspective.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | July 8, 2020
The Delaware Court of Chancery recently held that a party waived attorney-client privilege by producing documents to a federal commission during the course of an investigation without requiring the commission to sign a confidentiality agreement first.
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