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Delaware Business Court Insider

'Blue Bell' Reaffirms but Does Not Expand the Boundaries of Oversight Liability

Plaintiffs and defendants alike may have thought they felt tremors ripple through the legal system last month when, for the first time, the Delaware Supreme Court reversed dismissal of derivative claims based on an alleged failure to monitor in Marchand v. Barnhill.
9 minute read

Delaware Business Court Insider

Chancery Allows Claims to Proceed Against Stockholder Subjecting It to Entire Fairness Review

An “allegation that a transaction involves a controlling stockholder who stands on both sides is a serious one because it imposes fiduciary duties on the controlling stockholder and potentially strips directors of the deferential business judgment rule.”
6 minute read

Delaware Business Court Insider

Chancery Decision Recites Basic Advancement Rules

In Sider, Vice Chancellor Kathaleen McCormick rejected the request for interlocutory review, reasoning that the defendant could not establish one of the elements of the interlocutory appeal standard: “that there is no just reason for denying the appeal.”
4 minute read

Delaware Business Court Insider

Chancery Reaffirms Entire Fairness Standard to Directors Awarding Compensation

The entire fairness standard requires directors to demonstrate that both the amount of compensation and the process by which the compensation is determined is “entirely fair” to the company.
5 minute read

Corporate Counsel

Accounting Firm Anchin Hires M&A Lawyer as General Counsel

Anchin's new top lawyer, Nancy Lieberman, spent more than 16 years in private practice and has finalized dozens of transactions valued at more than $1 billion in multiple states and countries for a variety of industries.
3 minute read

Delaware Business Court Insider

Material Omissions in Proxy Prevents 'Corwin' Dismissal of Challenge to Merger

Since the Delaware Supreme Court's 2015 Corwin decision, practitioners in merger transactions have been able to advise clients that a transaction otherwise subject to enhanced scrutiny could be subject to business judgment review if the transaction is approved by a majority of fully informed, noncoerced shareholders.
5 minute read

Delaware Business Court Insider

Chancery Enforces Contractual Protections for Privileged Pre-Merger Communications

In Shareholder Representative Services v. RSI Holdco, Vice Chancellor Kathleen McCormick addressed the question of when a buyer may use the acquired company's privileged, pre-merger attorney-client communications in post-closing litigation against the seller?
7 minute read

New York Law Journal

Investor Sues in Manhattan Federal Court to Halt $6.5B Energy Co. Sale to Australian Firm

The proposed class action argued that investors needed more information to decide whether to support the transaction at a scheduled special meeting of the company's limited partners July 31.
3 minute read

Corporate Counsel

Understanding Compliance Needs Related to the GDPR

There was definitely a “Y2K atmosphere” around GDPR when the May 25 go-live deadline was approaching. GCs were scrambling, corporate counsel and their law firms were preparing for the strict enforcement threats (and potential infringement costs).
4 minute read

New York Law Journal

TransPerfect Trade Secrets Lawsuit Slammed by Defendant as 'Farcical'

TransPerfect's suit stems from the leading translation-services firm's forced sale in 2017.
4 minute read

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