Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | May 29, 2020
Trials involving books-and-records requests have become more common since the Delaware Supreme Court encouraged stockholder plaintiffs to use the "tools at hand" to discover information necessary to establish demand futility prior to pursuing derivative litigation.
Delaware Business Court Insider | Commentary
By Joanna J. Cline and Emily L. Wheatley | May 27, 2020
The Delaware Superior Court recently elaborated on the common interest doctrine in the context of a merger. In American Bottling v. Repole, Judge Abigail LeGrow held that privileged communications shared with a third party during the final stages of a merger were not subject to the common interest doctrine.
Delaware Business Court Insider | Commentary
By Mackenzie M. Wrobel | May 13, 2020
The "close, but no cigar" nature of the Delaware Court of Chancery's decision reminds litigants that specific personal jurisdiction may be established in a variety of ways—including through the "cumulative effect" theory or by enforcement of a forum selection clause against nonsignatories.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | May 6, 2020
Where the interests of stockholders diverge from the contracts rights of other stockholders, directors and controlling stockholders may breach their fiduciary duty of loyalty by exploiting or opportunistically favoring their contract rights over the interests of the stockholders as a whole.
Delaware Business Court Insider | Conversation
By Barry M. Klayman and Mark E. Felger | May 6, 2020
The Delaware Supreme Court held that for tort claims, such as legal malpractice claims, the wrongful act occurs at the time of injury, however slight, and the statute of limitations can start to run before any actual or substantial damages occur.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller and Taylor D. Anderson | April 29, 2020
The COVID-19 pandemic has caused significant worldwide disruptions of business operations and has negatively impacted stock prices globally. As a result, many corporations find themselves potentially vulnerable to abusive takeover tactics.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | April 22, 2020
Amidst the COVID-19 pandemic, the Delaware Court of Chancery recently held that despite a forum selection clause designating New York as the appropriate venue to litigate disputes arising under an agreement, the parties could seek relief in the Court of Chancery because New York courts were unavailable.
Delaware Business Court Insider | Commentary
By P. Clarkson Collins Jr. | April 15, 2020
In a recent Court of Chancery opinion, Vice Chancellor Joseph Slights rejected the plaintiff's effort to recharacterize what was essentially an inadequate Caremark claim into a self-interested, unfair dealing claim against the board arising from its termination of a CEO accused of sexual misconduct.
Delaware Business Court Insider | Commentary
By James L. Hallowell, Mark H. Mixon, Jr. and Andrew Kuntz | April 8, 2020
This holding leaves the door open to Delaware corporations adopting additional charter provisions regulating such intra-corporate claims.
Delaware Business Court Insider | Commentary
By Michael R. Lastowski | April 1, 2020
In JKJ Partnership 2011 v. Sanofi-Aventis US, the Delaware Supreme Court, answering certified questions from the U.S. Court of Appeals for the Third Circuit, held that when a partnership replaced one of its original three partners with a new partner, the partnership dissolved.
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