Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | June 6, 2018
Appraisal rights have been the subject of increased focus in the current, post-Corwin environment, in which a fully-informed noncoerced stockholder vote suffices to dispose of most M&A challenges.
Delaware Business Court Insider | Commentary
By Ellis E. Herington | May 30, 2018
What obligations does a board of directors owe to a controlling stockholder? What actions can a board of directors take against a controlling stockholder?
Delaware Business Court Insider | Commentary
By Larry R. “Buzz” Wood Jr., Adam V. Orlacchio and Craig Haring | May 30, 2018
Delaware litigators and deal lawyers around the globe are keen on accounting for the risk of dissenting stockholders exercising appraisal rights when negotiating and structuring a corporate transaction.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | May 23, 2018
The Delaware Limited Liability Company Act's policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements.
Delaware Business Court Insider | News
By Tom McParland | May 21, 2018
A Delaware Court of Chancery judge on Monday said that two recent decisions from the state Supreme Court represented an "unprecedented shift" in the way the state handles appraisal cases and that it would be up to the high court to sift through the errors in a ruling decision that has rankled petitioners and raised questions about the future of appraisal in the First State.
Delaware Business Court Insider
By Tom McParland | May 21, 2018
The Delaware Supreme Court has upheld the dismissal of a derivative suit challenging more than $13 million in payments the Viacom Inc. board made to founder and former chairman Sumner Redstone, even as the billionaire media mogul's declining health prevented him from providing any services of value to the company.
Delaware Business Court Insider | News
By Tom McParland | May 18, 2018
A Delaware Court of Chancery judge on Thursday refused to cancel a 2016 deal in which Energy Transfer Equity issued $1 billion in equity units, finding there had been no harm to investors. At the same time, however, Vice Chancellor Sam Glasscock III said the transaction was unfair.
Delaware Business Court Insider
By P. Clarkson Collins Jr. | May 17, 2018
The Delaware Supreme Court recently issued an important decision clarifying Delaware's forum non conveniens FNC law in Hupan v. Philip Morris USA.
Delaware Business Court Insider | News
By Tom McParland | May 16, 2018
A Delaware Court of Chancery judge on Wednesday ordered a brief standstill in CBS Corp.'s lawsuit against Shari Redstone, but promised a decision on the merits of the case Thursday, just ahead of a planned board meeting to dilute the voting power of the company's controlling shareholder.
Delaware Business Court Insider | Commentary
By Jason J. Mendro and Jeffrey S. Rosenberg | May 16, 2018
Controlling-stockholder transactions are a regular part of many companies' business; in some cases, they are essential. When challenged, however, such transactions have often been scrutinized under the entire fairness standard, the most exacting standard under Delaware law.
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