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Delaware Business Court Insider

Shareholders May Challenge Fair Value for Fractional Interests Under Limited Circumstances

In Samuels v. CCUR Holdings, C.A. No. 2021-0358-PAF (Del. Ch. May 31, 2022), the Delaware Court of Chancery found that a shareholder may challenge the fair value of a payment for a fractional interest in a company under Section 155(2) of the Delaware General Corporation Law (DGCL).
4 minute read

Corporate Counsel

SEC Proposed Greenwashing Disclosure Requirements: The Devil Is in the Details

Greenwashing has appeared as an enforcement priority on the agenda of the SEC's Division of Examinations since March 2021. And on May 25, 2022, the SEC released for notice and comment two proposed rules aimed squarely at the practice.
8 minute read

The Legal Intelligencer

Compliance With SEC Pay Versus Performance Rules Quickly Approaching

The rule requires reporting companies (referred to here as registrants) to provide specific pay versus performance tabular disclosure; a clear description (graphically, narratively or a combination) of the relationship between actual executive compensation paid and financial performance measures; and a tabular list of three to seven financial measures representing the most important financial measures tied to actual compensation.
9 minute read

Delaware Business Court Insider

A Proposal to Permit Equitable Defenses to Noncompliant Acts That Are Described as 'Void' in an LLC Agreement

In CompoSecure v. CardUX, 206 A.3d 808 (Del. 2018), the Delaware Supreme Court held that when parties use the word "void" to describe the consequences of a noncompliant act under an LLC agreement, the act is deemed void ab initio, which as a practical matter, means the act is incurably void.
4 minute read

Corporate Counsel

Beyond ESG Compliance: Legal Counsel as an ESG Champion

Lawyers can help their clients and corporations avoid risk by giving them timely counsel that anticipates the trends likely to drive regulation in the ESG aspects of business.
3 minute read

The Legal Intelligencer

Smash the Employee Culture Clash to Ensure Value Creation in M&A

Ignoring culture can have potentially expensive and destructive repercussions. Yet, these risks can be eliminated or mitigated by addressing the underlying causations early on—even before the deal is completed, in due diligence.
6 minute read

Delaware Business Court Insider

Chancery Decision Reaffirms 2 Principles of Del. Alternative Entity and Contract Law

Vice Chancellor Lori Will's recent post-trial decision in Avgiris Brothers v. Bouikidis is a useful reminder of the benefits of a well-drafted LLC agreement and reaffirmed two bedrock principles of Delaware alternative entity and contract law—parties are given wide latitude to order their affairs through a LLC agreement and that Delaware courts will strictly construe the language of those agreements.
6 minute read

The Legal Intelligencer

Operating Agreements: Why They Matter and What to Include

It is far preferable for LLC members to consult with the proper advisers when preparing operating documents—and to ensure they draft them effectively. The documents are much more than formalities and serve as a vital portion of an LLC's formation and ongoing operation.
5 minute read

Delaware Business Court Insider

Court Upholds Garnishment of Beneficiary's Interest in Distributions From a Del. Statutory Trust

In Protech Minerals v. Dugout Team, No. 288, 2021, 2022 WL 4004606 (Del. Sept. 2, 2022), the Delaware Supreme Court affirmed that trust distributions are personal property subject to garnishment. The court declined to consider whether the result would be different if the trust were a spendthrift trust.
7 minute read

Corporate Counsel

Board Diversity—More Than Checking a Box: Tips for Increasing Effectiveness

Contrasting viewpoints foster increased board engagement and can help an organization stay nimble while improving board effectiveness.
6 minute read

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