Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Jessica L. Reno | April 24, 2019
The Delaware Court of Chancery recently analyzed an indemnification clause and performed other contract interpretation in NASDI Holdings v. North American Leasing.
Delaware Business Court Insider | Commentary
By Meghan A. Adams | April 17, 2019
Under Delaware law, majority or controlling stockholders owe fiduciary duties to the company and its minority stockholders. Under certain circumstances, however, a stockholder that owns less than 50 percent of the company's outstanding stock can be deemed a controlling stockholder and therefore subject to the same fiduciary obligations.
Delaware Business Court Insider | Commentary
By Robert B. Little and Steve Wright | April 10, 2019
The Delaware Court of Chancery recently issued an opinion that provides guidance for the application of extra-contractual principles in an earn-out context, further stressing the importance of precise drafting of earn-out provisions.
Delaware Business Court Insider | Commentary
By Christopher B. Chuff, Joanna J. Cline and Taylor B. Bartholomew | April 3, 2019
A recent decision by the Delaware Court of Chancery provides important guidance on two types of contractual provisions that routinely appear in complex purchase agreements—efforts clauses and notice provisions.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | April 3, 2019
In a recent letter opinion, Tratado de Libre Commercio v. Splitcast Technology, C.A. No. 2019-0014-JRS (Del. Ch. March 6), Vice Chancellor Joseph Slights addressed the issue of how to perfect service upon a dissolved limited liability company (LLC).
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | March 27, 2019
This case is important for the clear guidance it provides for anyone who seeks to understand Section 144(a)'s safe harbors when one or more board members are conflicted in connection with a board vote.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | March 13, 2019
Central to this post-trial opinion is his discussion regarding the contours of the “line of business” test and the need to apply the concept flexibly and sensibly when determining whether a corporation has an interest in a line of business.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller | March 6, 2019
These decisions highlight the powerful effect, and potentially unintended consequences, of using a “void” provision in the governing documents of Delaware alternative entities.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | March 6, 2019
Stockholders who seek to inspect the books and records of a Delaware corporation to investigate mismanagement merely have to demonstrate a “credible suspicion” that officers or directors have breached their fiduciary duties.
Delaware Business Court Insider
By Richard L. Renck | February 27, 2019
The Delaware courts have been asked several times in the last few years to interpret contracting parties' intent when they have relegated certain disputes to “an expert, not an arbitrator” as a form of alternative dispute resolution.
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