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.
Delaware Business Court Insider | Commentary
By Oderah C. Nwaeze | September 11, 2019
After the filing of a derivative lawsuit, it is common for the board of the company at issue to form a special litigation committee that will move to stay the action while it evaluates whether to pursue the derivative claims. More often than not, the Delaware Court of Chancery will grant that motion.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | September 5, 2019
It is well-settled in Delaware that a stockholder seeking to pursue derivative claims must own shares at the time of the wrong and continuously through the life of any litigation. Similarly, direct claims based on injury to the shares generally pass to a b
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | September 4, 2019
Judge Calvin Scott denied a motion for judgment on the pleadings on the grounds that the defendant's proffered interpretation of a liability limitation provision in a master service agreement was unreasonable.
Delaware Business Court Insider | Commentary
By Jarret P. Hitchings | August 21, 2019
The attorney-client privilege is fundamental to the adversarial system of law. Indeed, the Delaware Court of Chancery recently observed that "without the privilege, candid communication between client and counsel for purposes of representation would be impossible."
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | August 14, 2019
Section 203 prohibits a stockholder from engaging in a business combination with a company for three years after the stockholder acquires 15% or more of the company’s voting equity. If a company’s board pre-approves such a business combination, however, the Section 203 anti-takeover protections do not apply.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | August 7, 2019
In In re Old BPSUSH, U.S. Bankruptcy Judge Kevin J. Carey resolved a dispute over control of attorney-client and work product privileges applicable to information generated in an investigation conducted on behalf of the corporate debtor’s former audit committee.
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