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New York Law Journal

Court Hits Investor with Millions in Damages for Company's Demise

In her Distress Mergers and Acquisitions column, Corinne Ball continues an ongoing analysis of negative control rights previously discussed in a prior installment of this column.
13 minute read

Delaware Business Court Insider

Chancery Awards Fair Value of Member Interest to Expelled Member of Del. LLC

Delaware statutes enabling formation of unincorporated entities like LLCs and limited partnerships afford freedom for owners to structure business relationships as they see fit. This freedom carries with it the responsibility accurately and completely to describe the parties' rights and duties.
5 minute read

Corporate Counsel

Our CEO Is an Accused Harasser. Now What?

An accused CEO should stand in the same shoes as any other employee in this regard—the difference is the involvement of the board, perhaps a heightened degree of confidentiality, and the organization's choice of investigator to represent the organization or conduct the investigation, or both.
6 minute read

Pro Mid Market

Tips on How to Better Protect Client Data

All companies are expected to keep data and documents in their databases safe and secure, but law firms, even more so because of the nature of the profession.
4 minute read

The American Lawyer

Investigations Practices Pivot Amid 'Cascade' of Misconduct Claims

Law firms that can combine strong traditional investigations practices with #MeToo-era savvy are especially in demand.
9 minute read

Delaware Business Court Insider

Bouchard Addresses Nature of Derivative Claims in Decision Tossing Challenge to Design Within Reach Merger

The Delaware Court of Chancery on Friday rejected a "novel theory" to expand the state's narrow doctrine allowing some claims to be treated as both derivative and direct. The rejection comes in a decision that nixed an investor lawsuit seeking to undue the $124 million merger of Herman Miller and Design Within Reach.
4 minute read

Delaware Business Court Insider

VC Firms Should Be Mindful of Potential Controller Status

It is well-settled Delaware law that a stockholder is deemed to be a controller when it owns more than 50 percent of the corporation's stock or it owns less than 50 percent of the corporation's stock, but nevertheless exercises actual control over the corporation or the challenged decision.
9 minute read

Delaware Business Court Insider

Stark Authorizes Seizure of Citgo Shares in $1.2B Venezuela Arbitration Dispute

A federal judge found Citgo's owner acted as an “alter ego” of the Venezuelan government.
4 minute read

Corporate Counsel

Rebuilding After FCPA Purge, Panasonic Avionics Hires New Compliance Chief

Catherine Razzano was formerly assistant general counsel and director at General Dynamics.
3 minute read

Delaware Business Court Insider

Tribune Sues for $1B in Damages After Canceling Deal With Sinclair

The lawsuit filed by Debevoise & Plimpton targets Sinclair's "belligerent and unnecessarily protracted" negotiations with regulators.
5 minute read

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