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 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.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | October 9, 2019
The case involved the sale by merger of Authentix Acquisition Co. to a third party. The petitioners had been the sole owners of the company's predecessor.
Delaware Business Court Insider | Commentary
By Christopher B. Chuff, Joanna J. Cline, Matthew M. Greenberg and Taylor B. Bartholomew | September 25, 2019
There has been a recent trend where employers have sought to circumvent California's public policy by invoking Delaware law in restrictive covenant agreements with their employees.
Delaware Business Court Insider | Commentary
By Taylor D. Anderson | September 18, 2019
In a recent decision, Bay Capital Finance v. Barnes and Noble Education, the Delaware Court of Chancery interpreted and analyzed the effect of stockholder noncompliance with the express requirements of an advance notice bylaw.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | September 18, 2019
Disclosure-only settlements of M&A class actions have received increased scrutiny since decisions like the Delaware Court of Chancery's 2016 Trulia opinion and the U.S. Court of Appeals for the Seventh Circuit's Walgreens decision from later that year.
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