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Delaware Business Court Insider

Court of Chancery Dismisses Derivative Action for Failure to Plead Demand Futility

A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty may have injured the company.
16 minute read

Delaware Business Court Insider

Bridging the GAAP: Contractual Interpretation Issues in 'Chicago Bridge & Iron'

On June 28, 2017, the Delaware Supreme Court reversed the Court of Chancery's prior ruling in Chicago Bridge & Iron v. Westinghouse Electric, 2016 WL 7048031 (Del. Ch. Dec. 5, 2016), rev'd, 2017 WL 2774563 (Del. June 28), holding that an independent auditor appointed to resolve purchase price adjustment disputes relating to a sale transaction was not empowered to decide challenges to the seller's compliance with GAAP in connection with a post-closing true up of net working capital.
7 minute read

Delaware Business Court Insider

Custodian Says Shawe to Purchase Rival's TransPerfect Stake

The custodian appointed to oversee the court-ordered sale of TransPerfect Global Inc. has told employees that Philip R. Shawe had reached an agreement to buy out the shares of rival Elizabeth Elting, an unexpected move that could resolve years of heated litigation over control of the profitable translation-services company.
13 minute read

Delaware Business Court Insider

Glasscock Stays Decision on Shareholder Suit, Awaiting Federal Regulatory Action

A Delaware vice chancellor on Monday delayed making his ruling on a shareholder suit accusing Straight Path Communications Inc. of allowing its controller to funnel "hundreds of millions" of dollars' worth of assets away from the company as a part of its planned $3.1 billion sale to Verizon.
4 minute read

Corporate Counsel

Wal-Mart FCPA Settlement Offers Big Lessons for GCs About Bribery

The bribery case that has plagued the world's largest retailer has provided some teachable moments for GCs.
19 minute read

Delaware Business Court Insider

Glasscock Orders Citigroup Directors' Communications Be Made Public

The Delaware Court of Chancery has ordered the directors of Citigroup Inc. to make public high-level communications regarding the company's internal controls in a derivative suit brought by a group of investors in the investment banking firm.
3 minute read

Corporate Counsel

How Wal-Mart Avoided a Record Fine but Still Paid Dearly

Wal-Mart's new FCPA payout might not be huge, but the massive retailer has still racked up plenty of expenses around fixing its foreign bribery problems.
3 minute read

The Recorder

In-House Impact: Seth Weissman, SolarCity

When Seth Weissman arrived at SolarCity in 2008, he was employee number 250 and the company's first full-time lawyer. By the time he left his post…
10 minute read

The Recorder

Corporate Departments of the Year, Corporate Governance: Latham & Watkins

Steve Stokdyk, the former global co-chairman of Latham & Watkin's public company representation practice, discusses why companies and their boards turn to the firm in testy situations.
3 minute read

New York Law Journal

What Happens When an Activist Goes on the Board?

In his Corporate Securities column, John C. Coffee Jr. writes: The pattern of the vast majority of activist challenges being settled through private negotiations makes the settlement process academically interesting. What gets negotiated? And with what outcomes?
12 minute read

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