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 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.
Delaware Business Court Insider | Commentary
By James H. S. Levine and Douglas D. Herrmann | August 7, 2019
All agreements rely on a mix of provisions to achieve the contracting parties’ objectives. Some of these provisions will necessarily be bespoke—drafted for use in the particular agreement—while others will be boilerplate—stock, uncustomized language usually reserved for more routine aspects of the agreement, such as integration and construction clauses and disclaimers of third-party beneficiaries.
Delaware Business Court Insider | Commentary
By Mackenzie M. Wrobel | July 31, 2019
Fiduciary duties are fundamental concepts in Delaware corporate law. Directors and officers owe duties of care and loyalty, and from these obligations flows a duty to disclose information to stockholders
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell and Albert J. Carroll | July 31, 2019
Enforcement mechanisms available to creditors of Delaware corporations may include, inter alia, claims against directors to recover unlawful dividends under Section 174 of the Delaware General Corporation Law; and fraudulent transfer claims against the corporation and transferees including, where Delaware law applies, under Delaware's Uniform Fraudulent Transfer Act.
Delaware Business Court Insider | Commentary
By Allison Land and Aarish Sheikh | July 24, 2019
The most significant changes affected by this year's amendments provide safe harbors for electronic documentation of certain acts and transactions and electronic signature of documents, and permit electronic delivery of stockholder notices, including appraisal notices.
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