News + Collective Insight
Regular news updates from our firm and professional insight from our team of expert advisors.
June 16, 2023
Touring through Traditional Fiduciary Law, the DGCL, Delaware Corporate Law, and Delaware’s Support for Private Ordering with Vice Chancellor LasterIn a recent decision of the Delaware Court of Chancery, the reader is fortunate to be taken on a “tour” by Vice Chancellor J. Travis Laster “through traditional fiduciary law, the DGCL, Delaware corporate law, and Delaware’s support for private ordering” as he examined the validity of a consequential stockholder-level agreement.
Read storyAugust 24, 2022
HFK and Wolf Haldenstein announce Proposed Settlement in Inter-Marketing Group USA, Inc. v. PAA GP LLC and Plains All American Pipeline, L.P., C.A. No. 2017-0030-PAF.Please see attached documents including Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear, dated August 16, 2022, and Amended and Restated Stipulation and Agreement of Settlement, Compromise, and Release, dated August 5, 2022.
Read storyMay 14, 2020
Good-Faith Determinations under the CARES Act Paycheck Protection ProgramThe American Bar Association is publishing a version of this article on its Business Law Today website.
Read storyApril 29, 2020
Delaware Court of Chancery Gives the Little Guy a Break on E-Discovery CostsThe cost of producing documents and electronically stored information (“ESI”) in civil litigation today can be prohibitive for small companies and individual litigants
Read storyAugust 7, 2019
Acting Manager of LLC Subject to Personal Jurisdiction in Delaware: Case Law Precedents “Not PersuasiveManagers of Delaware limited liability companies can be compelled to appear in Delaware courts if they are either formally named as managers under an LLC’s operating agreement
Read storyMarch 18, 2019
Accountants Win Dismissal of Claim for Negligent Misrepresentation in Delaware Court of ChanceryUnder Delaware law, while it is possible for a third party to state a claim against an auditor for negligent misrepresentation, a recent case shows how high the pleading bar must be.
Read storyFebruary 11, 2019
Stockholders Can Hire Lawyers to Monitor Investments for Potential Litigation: Delaware Court of Chancery Gives Corporate Books to Law Firm Retained by Institutional Investorstockholder plaintiffs in books-and-records actions under Section 220 of the Delaware General Corporation Law are required to have “substantive involvement” in the litigation
Read storyJanuary 7, 2019
Corporations Cannot Bar Plaintiffs from Bringing Securities Law Claims in State Court: Delaware Court of Chancery Finds Federal-Forum Charter Provisions “Ineffective and Invalid”Based on a recent Court of Chancery ruling, Delaware corporations cannot adopt charter provisions that require plaintiffs to go to federal court (rather than state court) to assert any claims made under the federal securities laws.
Read storyOctober 15, 2018
Passengers Will Please Refrain: Delaware Court of Chancery Upholds Contractual Waiver of Statutory Appraisal Rights in a MergerUntil recently, it was unclear whether a stockholder’s statutory right to appraisal of shares following a merger could be waived by contract.
Read storyAugust 27, 2018
Individual LLC Members Can Be Held Liable for Breach of LLC AgreementVice Chancellor Laster of the Delaware Court of Chancery held that members of an LLC who voted to terminate the membership of another member (Shah) were jointly and severally liable with the company.
Read storyJuly 24, 2018
Directors, Found Not Liable as Directors, May Be Liable as Officers in Suit Brought by Sole Holdout StockholderDirectors of Delaware corporations cannot be held liable for breaches of the duty of care so long as their corporations’ charters include “exculpation” provisions.
Read storyApril 30, 2018
Delaware Court of Chancery Awards Damages in Chevelle Case Based on Unjust EnrichmentOrdinarily, an action solely for money damages cannot be brought in the Court of Chancery because Delaware law provides that the Court of Chancery has jurisdiction over “matters and causes in equity”.
Read storyFebruary 28, 2018
Delaware’s “Safe Harbor” for Self-Interested Transactions Is Not So SafeSection 144 of the Delaware General Corporation Law provides a “safe harbor” for self-interested transactions between a corporation and one or more of its directors or officers, or between a corporation and another entity in which a director or officer has a material interest.
Read storyFebruary 7, 2018
Delaware Supreme Court Affirms Dismissal of Wal-Mart CaseThe Court found that the Arkansas plaintiffs’ representation of the corporation’s stockholders was not “grossly deficient” despite their failure to make a demand for inspection of corporate books and records under Section 220 of the Delaware General Corporation Law.
Read storyJanuary 11, 2018
Director Compensation Amounts Must Be Approved by Stockholders to Avoid Entire-Fairness Review: Delaware Supreme Court Rejects “Meaningful Limits” StandardThe corporation, Investors Bancorp, Inc., was a publicly held bank holding company. The complaint asserted derivative claims against the corporation’s ten non-employee directors and two executive directors.
Read storyDecember 28, 2017
Stock Reclassification that Perpetuated Majority Stockholder’s Control Approved by Delaware Court of ChanceryFounders and majority stockholders who wish to raise capital by issuing additional stock may want to do so without relinquishing majority voting power, even after they no longer hold a majority of the corporation’s shares.
Read storyNovember 27, 2017
Delaware Court of Chancery Slams Plaintiffs’ Firm for Using “Ostensible” Stockholder Plaintiff in Books and Records ActionThe Delaware Court of Chancery has held, apparently for the first time, that the requisite “proper purpose” in a books and records action must be the stockholder’s own purpose and not one devised by the stockholder’s lawyers.
Read storyNovember 8, 2017
Delaware Supreme Court Sends Plaintiffs to Bring Suit in Bulgaria, Establishes Intermediate Standard for First-Filed CasesWhere a prior-filed action is pending in another jurisdiction, a Delaware court will grant the motion to dismiss if the other action involves the same parties and the same issues and was brought in a court capable of doing prompt and complete justice.
Read storyOctober 24, 2017
Plaintiff who Alleged that Corporation “Illegally Committed” Patients to Mental-Health Facilities Can’t Cherry-Pick DocumentsThe Court found that the plaintiff in UHS had failed to distinguish the previous cases in which the Court had approved incorporation conditions.
Read storyOctober 13, 2017
Directors May Not Knowingly Allow a Corporation to Violate the LawThe Delaware Court of Chancery has found that corporate directors breach their duty of good faith if they knowingly allow their corporation to violate positive law, for profit or otherwise.
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