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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 Orders Twitter to Respond in Case for Oversight, Musk Deal Records

The order is the latest development in a relatively busy week for the trio of distinct Chancery cases concerning the deal and Twitter's disclosure of user metrics, all of which are on Chancellor Kathaleen McCormick's docket.
3 minute read

New York Law Journal

Equitable Review in the Delaware Court of Chancery: Revisiting 'Schnell,' 'Blasius' and the Court's Role as Equitable Gatekeeper To Protect the Stockholder Franchise

A string of recent Delaware decisions have reaffirmed the critical role the Delaware courts play in ensuring that corporate transactions are "twice-tested"—for both legal validity and equitable fairness. These holdings affirm that the demanding standards set forth in 'Schnell' and 'Blasius' are alive and well, particularly when it comes to director actions that burden or interfere with the stockholder franchise.
8 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

International Edition

Orrick Parts Ways with 21-Strong Italy Team

The lawyers have left to set up an energy-focused boutique that will maintain a "best friends" arrangement with Orrick.
4 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

Law.com

Compliance Hot Spots: Employee Messaging a Focus of White-Collar Enforcers + O'Melveny Lawyer Lands DOJ Post + Cooley Reps Kim Kardashian

As the SEC settled with many of Wall Street's biggest banks over recordkeeping failures, DOJ said it would consider whether companies have adequate policies on the use of personal devices and messaging apps as it evaluates compliance programs.
11 minute read

Corporate Counsel

Employ the Galileo Mindset to Discover $59M in Annual Legal Value

To understand their value, in-house legal teams might adopt a data scientist mentality and embrace the same disciplined approach used by other major corporate functions.
6 minute read

Delaware Business Court Insider

Chancery Reinforces Del. Law's 'Twice-Tested' Review When Invalidating Board Action Designed to Disenfranchise Stockholders

Unless specifically authorized by Delaware's General Corporate Law (DGCL), the contents of a corporation's charter do not displace directors' fiduciary obligations or override the court's "enhanced scrutiny" review for transactions implicating shareholders' sacrosanct voting rights.
6 minute read

Corporate Counsel

Attorney Malpractice Avoidance: 6 Ways Not to Become a Party

Whether they become claims or not, no lawyer wants to make a mistake that harms their client. The big difference for in-house attorneys is that they…
5 minute read

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