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Delaware Business Court Insider

Schnatter, Papa John's Settle Del. Lawsuit Over Control of Pizza Chain

The agreement, filed this week with the U.S. Securities and Exchange Commission, also requires Papa John's to sever a voting agreement with an activist investor and scrap a provision of its poison pill that prevented stockholders from opposing certain board actions.
3 minute read

Delaware Business Court Insider

Del. Courts Highlight Risk of 'Void' Provisions in Alternative Entity Agreements

These decisions highlight the powerful effect, and potentially unintended consequences, of using a “void” provision in the governing documents of Delaware alternative entities.
6 minute read

Delaware Business Court Insider

Chancery Denies Books-and-Records Inspection Due to Lack of 'Credible Suspicion'

Stockholders who seek to inspect the books and records of a Delaware corporation to investigate mismanagement merely have to demonstrate a “credible suspicion” that officers or directors have breached their fiduciary duties.
5 minute read

Delaware Business Court Insider

Investors Sue Over Alleged Adviser Conflicts in $218M Tesla Acquisition

The class-action complaint, filed by Maxwell investor Davis Rodden, targeted the company's board and sought additional discloses about Barclays Capital Inc.'s current and prior engagements outside of the all-stock deal, which was announced last month.
4 minute read

The Legal Intelligencer

Pa. Supreme Court Tackles Attorney-Client Privilege Issues in Derivative Cases

This column previously analyzed the Commonwealth Court's decision in Pittsburgh History and Landmarks Foundation, and its potential impact on the attorney-client privilege in derivative litigation. The Pennsylvania Supreme Court subsequently granted petitions for allowance of appeal in the case.
8 minute read

Corporate Counsel

Block to the Future II: Finance, Transformed

Financial institutions were among the first wave of commercial businesses to explore how blockchain technology can be applied to different aspects of financial markets, including syndicated lending, payment systems, and administration of capital markets.
4 minute read

Delaware Business Court Insider

New Schnatter Complaint Takes Aim at Papa John's Poison Pill

In a court filing made public earlier this week, Papa Johns founder John Schnatter said the plan prevented him from talking to other stockholders regarding "critical corporate matters," including a scheduled vote on the board's slate of nominees at the company's annual meeting in April.
4 minute read

The Legal Intelligencer

US Supreme Court to Rule on Securities Exchange Act Split Involving Third Circuit

On Jan. 4, 2019, the U.S. Supreme Court granted certiorari in the matter, Emulex v. Varjabedian. A ruling by the Supreme Court will likely resolve a circuit split regarding the pleading standard for claims brought under Section 14(e) of the Securities Exchange Act of 1934 that was created by the U.S. Court of Appeals for the Ninth Circuit's decision in April 2018.
8 minute read

Delaware Business Court Insider

Expert or Arbitrator—Who Decides? Chancery Court Clarifies Issue in 'Ray Beyond'

The Delaware courts have been asked several times in the last few years to interpret contracting parties' intent when they have relegated certain disputes to “an expert, not an arbitrator” as a form of alternative dispute resolution.
5 minute read

The Legal Intelligencer

When Representing Entrepreneurs, Last Day Housekeeping Starts on Day One

I typically start thinking about my last day representing entrepreneurial clients on the first day I am retained. Although this sounds a bit cynical, bear with me, as some of this is due to the nature of my practice.
10 minute read

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