Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | December 11, 2019
A recent Delaware Court of Chancery letter opinion presents an interesting twist concerning the applicability of the attorney-client privilege to emails between a party and his attorneys where the emails were stored on a server controlled by the adverse party.
Delaware Business Court Insider | Commentary
By Sara Thompson | December 11, 2019
Marchand v. Barnhill seemingly breathed new life into the viability of Caremark claims in Delaware.
Delaware Business Court Insider | Commentary
By Ellis E. Herington | November 27, 2019
Shareholder inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law is a routine procedure for Delaware practitioners, and represents an important tool for shareholders when it comes to their involvement in corporate governance.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | November 20, 2019
In denying the stockholder's inspection request, Vice Chancellor Joseph R. Slights III acknowledged that the law is "murky" in this area, but reasoned that the court need not answer the question in the abstract, because the circumstances of this case counseled in favor of denying the inspection.
Delaware Business Court Insider | Commentary
By Brian M. Lutz and Jason H. Hilborn | November 13, 2019
Whether a letter to a board is a "demand" matters under Delaware law because it dictates the standard that applies in stockholder-derivative litigation that may arise out of the issues raised in the letter.
Delaware Business Court Insider | Commentary
By Albert J. Carroll and Matthew F. Lintner | November 6, 2019
Delaware law has long recognized that significant personal or professional ties to a party who would be a defendant in the prospective derivative claim, like a conflicted controlling stockholder, is grounds for finding a director lacks independence.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | November 6, 2019
In a somewhat unusual case, Vice Chancellor Morgan T. Zurn addressed the question whether in pari delicto is an equitable or a legal defense.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | October 30, 2019
Under Delaware law, the members of a limited liability company may eliminate or modify the common law fiduciary duties of loyalty and care in their operating agreement. When they do so, Delaware courts will analyze any alleged management misconduct under the standard of conduct to which the parties agreed.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | October 23, 2019
A recent Delaware Court of Chancery decision acknowledged a pattern of corporations providing directors with advancement rights, and then when those directors attempt to exercise those rights, the corporations resist, claiming that exceptional circumstances exist that require the court to deviate from the principles of law granting advancement.
Delaware Business Court Insider | Commentary
By Jenness E. Parker, Kaitlin E. Maloney and Daniel S. Atlas | October 16, 2019
Following the Delaware Supreme Court's appraisal decisions in Aruba, Dell and DFC, the Delaware Court of Chancery relied exclusively on market-based metrics to determine fair value in three recent appraisal decisions.
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