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Delaware Business Court Insider

Third Circuit Confirms No Triangular Setoff Under 553 Exception: 'Mutual' Means Mutual

The U.S. Court of Appeals for the Third Circuit recently issued a precedential decision involving a matter of first impression that likely will modify how pharmaceutical and other distributors and their related entities structure their business dealings with manufacturers and others with analogous arrangements.
7 minute read

Delaware Business Court Insider

Chancery Provides Guidance on Whether Deprivation of an LLC Member's Contractual Right to Vote Provides a Direct Derivative Claim

The contractual nature of limited liability companies and their often closely-held membership can pose significant pleading challenges, however, when a member feels aggrieved by the alleged misconduct of another LLC member or manager and must decide whether the asserted claims are derivative or direct.
6 minute read

The Legal Intelligencer

Managing the Transition as LIBOR's End Looms 

The London Interbank Offered Rate (LIBOR) is not much longer for this world, with the reference rate on track to be discontinued in most of the world by the end of the year and for certain U.S. dollar (USD) transactions by 2023.
5 minute read

The Legal Intelligencer

A Reflection on DEI Promises a Year Later: Promises Kept?

Year 2020 was the of year of corporate promises: a year of public statements of support, a year of corporate America pledging racial and gender equity and real and sustained changes, and a year of donations to social justice causes. One year later, where are we? Are we any closer to meeting these promises or do they remain unfulfilled?
5 minute read

Corporate Counsel

4 Business Areas Ripe for 'Real' Transformation in 2021

Why wait for a catalytic crisis before you evolve? Why not use the advantage of time to get a jump on change? These segments of the business can see it coming. Take hold of transformation before it takes hold of you.
8 minute read

Delaware Business Court Insider

Musk to Tesla Investors' Attorney: 'I Think You Are a Bad Human Being'

Questioning from both sides Monday morning boiled down to establishing context in two areas: Tesla's place in the world of solar power and Musk's role within Tesla, primarily with regard to his level of control in relation to directors.
5 minute read

Daily Business Review

Letters of Intent in Connection with Sales of Businesses: Key Considerations

Once a business owner has identified a prospective purchaser of his or her business, a letter of intent will typically be entered into. All too often, merger and acquisition (M&A) lawyers are engaged after sellers have signed letters of intent.
7 minute read

Delaware Business Court Insider

Board Approval of Stock Sale for Purpose of Interfering With Stockholder Voting Rights Must Have Compelling Justification

A proper balance between the stockholders' right to elect directors and the board's right to manage the company is dependent on the stockholders' unimpeded right to vote in an election of directors.
3 minute read

Delaware Business Court Insider

Trial Set to Begin in Investor Suit Targeting Elon Musk Over $2.6B SolarCity Deal

The derivative complaint alleged that Elon Musk breached his fiduciary duties and unjustly enriched himself by pursuing the struggling SolarCity, in which he was the largest investor.
4 minute read

International Edition

South African Law Firms Hail Sentencing of Former President Zuma as Landmark Judgment

"In short, the message is clear: Citizens, corporates and state officials alike defy courts at their peril," said one lawyer of the judgment.
4 minute read

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