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 Kaan Ekiner and Mark E. Felger | September 6, 2023
Vice Chancellor Sam Glasscock III considered whether a personal relationship between an independent director and a conflicted director was sufficient to corrupt the independent director's loyalty in approving a cash only freeze-out merger.
Delaware Business Court Insider | Commentary
By Cliff C. Gardner | August 23, 2023
In In re Edgio Stockholders Litigation, the Delaware Chancery Court was asked to apply the same cleansing effect to a claim for injunctive relief analyzed under Unocal, but Vice Chancellor Morgan Zurn found that Corwin was inapplicable.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller | August 16, 2023
In Building Trades Pension Fund of Western Pennsylvania v. Desktop Metal, a stockholder plaintiff brought derivative claims against Desktop Metal, Inc., alleging that a provision of the company's rights plan, which was adopted in connection with a proposed merger transaction, impermissibly chilled the free exercise of stockholder voting with respect to the merger agreement at an upcoming stockholder meeting.
Delaware Business Court Insider
By Elizabeth S. Fenton | August 9, 2023
Delaware has a tool, and it remains underutilized: the Delaware Rapid Arbitration Act. The DRAA provides a structure for quick, streamlined and confidential arbitration.
Delaware Business Court Insider | Commentary
By Molly DiBianca | July 26, 2023
The right of a shareholder to demand to inspect a company's books and records may be an important tool but it is not without limits. In a recent decision involving The Walt Disney Co. (Disney), the Delaware Court of Chancery reminded one litigant that disagreement over business decisions, including decisions about a company's position on social issues, is not a proper basis for a shareholder action under Section 220.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | July 19, 2023
In New Enterprise Associates 14. v. Rich, the Delaware Court of Chancery ruled that a covenant not to sue for breach of fiduciary duties in connection with the exercise of a drag-along provision to approve a merger or sale contained in a voting agreement among sophisticated stockholders in a Delaware general corporation was not facially invalid.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | July 5, 2023
In this stockholder derivative action, the plaintiff claimed that the defendants—members of Tesla's board of directors—breached their fiduciary duties by awarding themselves excessive and unfair compensation between 2017 and 2020.
Delaware Business Court Insider | Commentary
By Cliff C. Gardner and Andrew Kinsey | June 28, 2023
In Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, Vice Chancellor Laster mostly denied motions to dismiss claims against officers and directors of Walmart for allegedly causing Walmart to fail to comply with the Controlled Substances Act and a settlement between it and the DEA related to Walmart's handling of opioid prescriptions.
Delaware Business Court Insider
By Michael B, Gonen | June 21, 2023
The court reasoned that Delaware law permits such covenants, subject to two ifs and one but—and declined to dismiss, reasoning that the covenant at issue was valid but that plaintiffs had adequately pleaded intentional fiduciary misconduct.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | June 14, 2023
Writing for the court en banc, Justice Karen L. Valihura explained why the stockholder-plaintiffs' arguments did not undermine the Court of Chancery's conclusions as to either "fair dealing" or "fair price."
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