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Delaware Business Court Insider

Chancery Court Rejects Dissolutions Claims

In BET FRX v. Rebecca Myers, C.A. No. 2019-0894-KSJM (Apr. 27, 2022), the Delaware Court of Chancery granted in part and denied in part in a motion to dismiss minority stockholder claims for breach of the LLC agreement, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duties, directly and derivatively, and judicial dissolution pursuant to 6 Del. C. Section 18-802.
4 minute read

Corporate Counsel

ESG Leaders Fear Their Organizations Aren't Ready to Meet Looming Challenges

"While challenges around communicating ESG corporate value to stakeholders still exist, the findings show clear positive outcomes for businesses who prioritize ESG reporting," Workiva Chief Operating Officer Julie Iskow said.
3 minute read

Corporate Counsel

Minute Taking and Mischief Making: A Cautionary Tale for CLOs

Some chief legal officers may now balk at participating in the minute-taking process for future board and committee meetings—at least those involving major transactions and other "bet the company" decisions.
6 minute read

Delaware Business Court Insider

Kraft Heinz Shareholders: Chancery Decision Misjudged Demand-Futility Standard

A lawyer for shareholders said said the demand-futility test, which was recently revamped, is meant to address the nature of directors' business relationships, not to cast aspersions on their integrity or loyalty to the company.
3 minute read

Corporate Counsel

Eking Out a Win? Corporate Political Activity in 2022

This article aims to highlight some of the challenges of corporate political activity, as well as discuss key points for in-house counsel to consider when advising on those matters.
8 minute read

Delaware Business Court Insider

The Failure of the 'Failing Business' Exception Under Delaware Law

In Stream TV Networks v. SeeCubic, the Delaware Supreme Court vacated a permanent injunction imposed by the Delaware Court of Chancery that prohibited Stream TV Networks, Inc. and the Rajan brothers, who collectively held a majority of the company's stock, from blocking a negotiated transfer of all of Stream's assets to satisfy its secured creditors.
5 minute read

Delaware Business Court Insider

Will: Litigation Over Deadlocked Aerospace Co. Board Underscores Corporate Neutrality Requirement

Vice Chancellor Lori Will called the litigation pitting one half of Aerojet Rocketdyne Holdings' board against the other a cautionary tale for other corporations with an even number of directors. Two factions, one led by executive chairman Warren Lichtenstein and the other by president and CEO Eileen Drake, could not agree on a slate of nominees to the board.
3 minute read

New York Law Journal

The SEC's Climate Disclosure Proposal: Key Considerations for Public Real Estate Companies

On March 21, the SEC proposed sweeping new requirements for climate change disclosures. If finalized, the proposed rules would require extensive disclosures on climate risk in SEC filings and the inclusion of climate risks in audited financials for all public companies, irrespective of industry focus.
8 minute read

Daily Business Review

ESG Investment Cools as the Sector's Notoriety Grows

Elon Musk recently described environmental, social and governance investing as a "scam" that "has been weaponized by phony social justice warriors."
4 minute read

International Edition

Law Firms Continue a Love Affair With Ireland

Clients now have the luxury of choice in Ireland, and partners say the variety of law firms moving in is evidence of a "maturing" legal landscape.
6 minute read

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