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Delaware Business Court Insider

Chancery Decision Reaffirms 2 Principles of Del. Alternative Entity and Contract Law

Vice Chancellor Lori Will's recent post-trial decision in Avgiris Brothers v. Bouikidis is a useful reminder of the benefits of a well-drafted LLC agreement and reaffirmed two bedrock principles of Delaware alternative entity and contract law—parties are given wide latitude to order their affairs through a LLC agreement and that Delaware courts will strictly construe the language of those agreements.
6 minute read

The American Lawyer

Hiring Slump Favors Law Firms With Dry Powder

Corporate lawyers who seek relative stability amid layoffs and hiring freezes are finding it at law firms that can afford to add talent in a down market.
8 minute read

New York Law Journal

FanDuel Founders' $1 Billion Suit Against Allegedly 'Conflicted' Directors Behind Merger Is Tossed

"Plaintiffs have failed to state a claim for breach of fiduciary duty" under Scottish law, which controls, "as Scots law states that directors generally owe fiduciary duties only to their company, not to its shareholders," wrote the appeals court based in Manhattan.
7 minute read

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 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

Daily Business Review

Gunster Adds 22 Attorneys in Merger with Tampa Bay Firm

Nearly 50 lawyers and professional staff from Barnett, Kirkwood, Koche, Long & Foster have joined Gunster, the firm announced Monday morning.
2 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

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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