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Delaware Business Court Insider

Del. Exclusive Forum Selection Clause Does Not Bind Contracting Party's Managers, Principals, Owners Who Do Not Directly Benefit From Contract

Parties to transaction agreements often choose Delaware as the exclusive forum for disputes arising out of their transactions. This is common, where the parties are from diffuse geographic locations, but desire a single forum well-versed in corporate and commercial law—like Delaware—to resolve their disputes.
5 minute read

The Legal Intelligencer

Manufacturing Industry CLO Returns to K&L Gates After Two Decades

Dan Fayock most recently was executive vice president, chief legal officer, and corporate secretary at aluminum producer Arconic.
3 minute read

Delaware Business Court Insider

Court of Chancery Grants Special Litigation Committee's Dismissal of 'Carvana' Derivative Action

In re Carvana Stockholders Litigation is another example of a board successfully employing this process to discontinue a derivative suit after directors weighed the pros and cons and made a good faith business judgment to dismiss.
6 minute read

Delaware Business Court Insider

Chancery Court Emphasizes Nexus Between Unclean Hands Defense and Asserted Claims

In Pilot v. Greg Abel, Vice Chancellor Morgan T. Zurn granted a motion to strike the defenses of unclean hands and in pari delicto because the defenses lacked a sufficient nexus to the contractual claims asserted by the plaintiff.
8 minute read

Delaware Business Court Insider

Chancery Urged to Block Tesla 'Run From Jurisdiction' in Elon Musk Pay Case

Tesla has filed a proxy indicating it would be seeking shareholder votes on a relocation to Texas and whether Musk should receive the 2018 compensation plan that had been struck down by the Court of Chancery.
3 minute read

Delaware Business Court Insider

Profit With Purpose: Exploring the Power of Delaware Public Benefit Corporations

In this article, we have focused on entities available under Delaware law. Delaware public benefit corporations (PBCs) emerged in 2013 and have become especially popular as a result of the increased demand for socially conscious business practices, combined with the familiar reliability of Delaware corporate law.
6 minute read

The Legal Intelligencer

Carrots and Sticks: Crafting Agreements for CTA Compliance

By thoughtfully amending operating and shareholder agreements to include both incentives and penalties for compliance, businesses can not only adhere to the letter of the law but also foster a culture of transparency and accountability.
8 minute read

Delaware Business Court Insider

Chancery Dismisses Derivative Action Based on Plaintiff's Failure to Allege Particularized Facts Demonstrating Demand Futility

As demonstrated by Harrison Metal Capital III v. Mathe, failure to assert well-pleaded allegations showing that a majority of the board is disabled from disinterestedly and independently evaluating whether to bring an action is fatal to a stockholder derivative claim.
5 minute read

Daily Business Review

One Court Has Said the Corporate Transparency Act is Unconstitutional; What Happens Next?

In the wake of other, significant changes in the law at the Supreme Court in recent years—from Citizens United on campaign finance and Shelby on civil rights law to Bremerton on religious freedom and Dobbs on abortion—only time will tell whether the CTA will survive intact.
5 minute read

Delaware Business Court Insider

Why Corporate Attorneys Say Delaware Courts Aren't Pushing Away Their Clients

Corporate practitioners say there's been no signs that there will be any significant corporate exodus from Delaware in the near future.
4 minute read

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