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New York Law Journal

Caring for the Closely Held Business: Zeroing Out Profits

"Adopting a decision structure which allows for consideration of an independent voice and credible comparability studies should go a long way to building the necessary record," writes Jeffrey A. Galant.
8 minute read

Delaware Business Court Insider

Bankruptcy Judge, Corporate Litigator to Head Richards Layton Arbitration and Mediation Practice

Greg Williams has worked both as an advisor and a litigator representing corporations and their directors. Kevin Gross Gross joined the firm as a director in its bankruptcy and corporate restructuring department in 2020, following 14 years as a bankruptcy judge.
2 minute read

Delaware Business Court Insider

Zurn: 'Disappointing' Action By Trump Media Isn't Contemptuous

"At the end of the day, my priority needs to be making sure that this court's contempt power is wielded when it ought to be wielded," said Vice Chancellor Morgan Zurn said.
3 minute read

Delaware Business Court Insider

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company's Business Affairs

The actual control theory is "not easy to satisfy." In its recent decision, Scianella v. AstraZeneca UK Limited, C.A. No. 2023-0125-PAF (Del. Ch. July 8, 2024), the Delaware Court of Chancery emphasized that plaintiffs have a steep burden even at the pleadings stage to demonstrate actual control.
5 minute read

New York Law Journal

Shareholder Inspections of Corporate Books and Records

"The right to shareholder inspection of a company's books and records can be a powerful tool for minority shareholders to assess the financial state of the company and to investigate suspected misconduct," write Thomas J. Hall and Judith A. Archer.
10 minute read

Delaware Business Court Insider

Chancery Court Opinion in 'Centrella v. Avantor': A Continuation of Expanding Advancement Rights

The recent decision by Delaware Vice Chancellor Nathan Cook in Centrella v. Avantor Inc. continues a notable trend in Delaware jurisprudence, emphasizing the broad application of advancement rights.
6 minute read

National Law Journal

Cahill Recruits Wilmer Partner to Lead New Congressional Investigations Practice

The New York firm aims to offer the investigations service for financial services clients, "to keep those matters and make sure we can have that offering for the clients who need them," said Edward O'Callaghan.
3 minute read

New York Law Journal

May Counsel Appropriately Make Non-Privileged Emails Privileged?

"An email is simply privileged, or it isn't," writes Joel Cohen. "But what about when counsel tries to make virtually all his client's emails—at least important emails—appear to be so?
8 minute read

New York Law Journal

Defending a Co-op Against Derivative Claims: A Look Back to 'Auerbach'

"Dismissing the derivative claims from the lawsuit can significantly change the posture of the litigation and substantially narrow the issues in the case," writes Michael A. Pensabene of Rosenberg & Estis.
10 minute read

Delaware Business Court Insider

Pharma CEO Owes $5.9M in Legal Fees, Despite Presidential Pardon

Keker, Van Nest & Peters and Morris, Nichols, Arsht & Tunnell notched a win on behalf of InterMune Inc. and Roche Holdings Inc., which argued that the former executive—who was pardoned by former President Donald Trump—was not indemnified in an advancement clawback action and must repay the companies for legal expenses.
3 minute read

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