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New York Law Journal

Shareholder Proposals in an Era of Reform

Corporate Governance columnists David A. Katz and Laura A. McIntosh write: Staff Legal Bulletin 14I should be a valuable tool for companies to minimize unnecessary costs of the shareholder proposal process while still ensuring that a worthwhile proposals will be presented for shareholder consideration. While further reform of the 14a-8 regime is necessary, SLB 14I is an important development in the right direction.
7 minute read

Delaware Business Court Insider

Impact of 'Trulia' on Merger Litigation in State and Federal Courts

Since 'Trulia', there has been a decline in Delaware in the number of run-of-the-mill challenges to nearly every public company merger transaction. But while the volume of merger litigation in Delaware has been on the decline, there has been a noticeable surge in filings in other jurisdictions, particularly federal courts.
8 minute read

Corporate Counsel

How to Prepare: The Nuts and Bolts of Creating a Litigation Story

The late U.S. Sen. Daniel Patrick Moynihan often reminded his Senate colleagues that “everyone is entitled to his own opinions, but not his own facts.” Had Sen. Moynihan been a trial attorney, his mantra would have likely been, “in litigation, attorneys are entitled to rely on their own reading of the facts, but the only opinions that actually mater are those of the judge and jury.”
27 minute read

Delaware Business Court Insider

Del. Supreme Court Upholds Derivative Suit Dismissal Based on Board Composition

The Delaware Supreme Court on Monday upheld the dismissal of derivative litigation against the directors of a health care technology company in a case…
4 minute read

The American Lawyer

DLA Piper Joins 'Freemium' Strategy to Win Startup Clients

The global legal giant is now among a throng of law firms offering free legal documents for startups, joining a broader trend of using document automation tools to attract clients.
3 minute read

Corporate Counsel

What Is a Litigation Story? Advice for GCs Preparing Their Company's Litigation Strategy

If after two months into a new case outside counsel is unable to clearly articulate a thoughtful, unique, and convincing litigation story about the case, you should find a new attorney. Successful trial lawyers are master storytellers.
19 minute read

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

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