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Delaware Business Court Insider

Equitable Defenses Fall Within Narrow Scope of Section 225 Actions and Must Be Considered

The Delaware Court of Chancery in Brown v. Kellar, recently issued a decision clarifying the scope of actions under 8 Del. C. Section 225, which provides a procedure to determine issues that pertain to actions to elect or remove a director or officer.
4 minute read

Delaware Business Court Insider

Palantir Must Turn Over Director Emails in Fight With Early Investor, Del. Supreme Court Rules

In a 49-page opinion for a unanimous court, Chief Justice Leo E. Strine said that Palantir, which specializes in big data analytics, had a history of not observing corporate formalities and conducted most of its board-level business electronically, making the emails necessary to satisfy KT4's demand.
4 minute read

Delaware Business Court Insider

Ford Investor Sues for Access to Records on Employee Harassment Allegations

The books-and-records suit, filed Monday afternoon in Delaware Chancery Court, alleged that Ford and its directors had failed to provide information related to allegations from Ford employees, which resulted in two multimillion settlements, including a $10.1 million payout in 2017 to resolve claims by women and black employees at its two Chicago plants.
4 minute read

Corporate Counsel

How to Start Smart and Maximize Value From Internal Investigations

The decision to conduct an internal investigation is frequently driven by an unexpected event that imposes risk to a company. A shareholder composes a demand letter alleging breaches of fiduciary duty by the board of directors.
9 minute read

New York Law Journal

Law Firms Turned Creative as Shutdown Slowed Deals and Collections

From midsize firms to large Am Law 100 firms, corporate practices have seen a drag on IPO deals—and collections.
6 minute read

The Legal Intelligencer

Big, But Not Bad—Facebook Is Hardly a Predatory Monopolist

While Facebook is arguably a big player in the social media realm, does that necessarily equate to branding it an illegal monopolist? The short answer is no as Facebook would need to be big and bad to flirt with an antitrust violation.
10 minute read

The Legal Intelligencer

Justices: No 'Good Cause' Exception to Attorney-Client Privilege in Derivative Actions

The justices ruled 5-2 in Pittsburgh History and Landmarks Foundation v. Ziegler to reverse a Commonwealth Court decision adopting the qualified attorney-client privilege originally set forth in the U.S. Court of Appeals for the Fifth Circuit's 1970 ruling in Garner v. Wolfinbarger.
6 minute read

Corporate Counsel

Top Ten Tips When Facing a Congressional Investigation

Although committee assignments in the House and Senate were just announced on Jan. 3, the chairs and ranking members of each committee have been engaged in planning for some time—in some cases, for months—regarding the types of issues they plan to take on, and in what order.
8 minute read

New York Law Journal

SEC Scrutiny of Non-GAAP Financial Measures

In their Corporate Governance Update, David A. Katz and Laura A. McIntosh write: In light of continued SEC scrutiny and possibly increasing enforcement activity, companies should ensure that they follow the relevant reporting requirements. In order for non-GAAP financial statements to provide high-quality information that is useful to investors, they should be accurate, complete, consistent, and in compliance with applicable regulations.
6 minute read

Delaware Business Court Insider

Court Rejects Use of the Implied Covenant of Good Faith and Fair Dealing to Preserve LLC Members' Exit Sale Rights

The implied covenant of good faith and fair dealing inheres in all contracts governed by Delaware law. In some circumstances, the implied covenant may apply to fill “gaps” in an agreement consistent with the parties' reasonable expectations at the time of contracting.
8 minute read

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