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Delaware Business Court Insider

The Delaware Rapid Arbitration Act: Prompt, Cost-Effective, Efficient and Underutilized

Delaware has a tool, and it remains underutilized: the Delaware Rapid Arbitration Act. The DRAA provides a structure for quick, streamlined and confidential arbitration.
7 minute read

Delaware Business Court Insider

New Shareholder Voting Requirements Could Offer Corporations Litigation Buffer

While any shift in how much say corporations need to give shareholders is likely to catch litigators' eye, corporate attorneys say this year's changes affect processes in-house and are not likely to spill over into the courts much, at least not directly.
4 minute read

National Law Journal

Cravath, Facing Fierce Competition, Builds Out DC Office With Top Government Hires

"It's hard to displace market leaders who have been building a position for decades," noted legal consultant Kent Zimmermann.
7 minute read

New York Law Journal

Chancery Court Dismisses Shareholder Derivative Suit Challenging Block's Acquisition of TIDAL

Delaware Chancery Court dismisses shareholder derivative suit challenging Block's acquisition of TIDAL—a music streaming company associated with Jay-Z—for failing to adequately plead demand futility.
7 minute read

Delaware Business Court Insider

Difference in Political Beliefs Is Not a Proper Purpose for Section 220 Action

The right of a shareholder to demand to inspect a company's books and records may be an important tool but it is not without limits. In a recent decision involving The Walt Disney Co. (Disney), the Delaware Court of Chancery reminded one litigant that disagreement over business decisions, including decisions about a company's position on social issues, is not a proper basis for a shareholder action under Section 220.
5 minute read

Delaware Business Court Insider

Covenant Not to Sue for Loyalty Breaches in an Agreement Among Stockholders May Operate Within the Space for Fiduciary Tailoring

In New Enterprise Associates 14. v. Rich, the Delaware Court of Chancery ruled that a covenant not to sue for breach of fiduciary duties in connection with the exercise of a drag-along provision to approve a merger or sale contained in a voting agreement among sophisticated stockholders in a Delaware general corporation was not facially invalid.
4 minute read

New York Law Journal

'Mallory' Decision Could Have Profound Implications for Out-of-State Companies Registered to Do Business in NY

The court's decision in Mallory could have profound implications for larger-sized companies that operate in multiple states throughout the country. And nowhere is this truer than in New York, where the state's status as a global hotspot for foreign investment has attracted myriad out-of-state companies to register to do business within its borders.
8 minute read

Delaware Business Court Insider

Court of Chancery Address Scope of Privilege Concerning Third-Parties

In this stockholder derivative action, the plaintiff claimed that the defendants—members of Tesla's board of directors—breached their fiduciary duties by awarding themselves excessive and unfair compensation between 2017 and 2020.
8 minute read

New York Law Journal

Coming Soon to Court: General Personal Jurisdiction of All Out-of-State Businesses in NY

If Gov. Kathy Hochul signs the bill, New York state and federal courts would be able to hear lawsuits against out-of-state corporations based on conduct that took place outside of New York simply because the corporation does unrelated business here.
6 minute read

Daily Business Review

Wake Up Out-of-State Corporations, New Basis for Personal Jurisdiction Just Dropped: 'Registration' Jurisdiction

The court's majority rejected the argument that such an assertion of jurisdiction violated the company's due process rights in a case that will have ramifications for companies doing business nationwide, including in the state of Florida.
10 minute read

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