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 Ellis E. Herington and Douglass Herrmann | May 29, 2019
Delaware courts will enforce the terms of well-drafted, unambiguous contracts. Clearly communicating and memorializing parties' expectations in the terms of their contract puts parties in the best position possible to have their expectations enforced and receive the benefit of their bargain.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | May 22, 2019
Delaware corporate law allows for a corporation to agree in its organizational documents or contracts to advance legal fees and expenses in defense of actions, arising from a person's service to the company.
Delaware Business Court Insider | Commentary
By Jennifer H. Rearden, Jefferson E. Bell and Mark H. Mixon Jr. | May 15, 2019
In 'Verition Partners Master Fund v. Aruba Networks,' the Delaware Supreme Court considered whether the Delaware Court of Chancery abused its discretion in concluding that, as of the “effective date” of the merger between Aruba Networks Inc. and Hewlett-Packard Co., the “fair value” of Aruba was its unaffected market price.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | May 8, 2019
Until recently, there were no cases definitively addressing the scope of Section 18-111's fifth jurisdictional category.
Delaware Business Court Insider | Commentary
By Albert J. Carroll | May 8, 2019
When challenged, transactions involving a corporation and its conflicted controlling stockholder invoke Delaware's rigorous form of judicial scrutiny, known as entire fairness review.
Delaware Business Court Insider | Commentary
By Richard L. Renck | May 1, 2019
Most readers of this publication will likely be familiar with the MFW conditions announced by the Delaware Supreme Court in 2014, and which, when present, alter the standard of review of transactions between a Delaware corporation and a controller from the traditional—and onerous—entire fairness standard of review to the application of the business judgment rule.
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.
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