John (“Jack”) Harris, Esq. has joined the Delaware office of HFK as a Partner in the Litigation Group. He has nearly 25 years of experience counseling and litigating on behalf of clients in complex corporate and commercial disputes in the state and federal courts in Delaware, particularly the Court of Chancery.
Read storyMike Halloran of Halloran Farkas + Kittila Has Second Interview with Richard Hsu of HSU Untied Mike Halloran, a legendary Silicon Valley lawyer and founding Partner of Halloran, Farkas and Kittila LLP, who had spent most of his private practice career at Pillsbury Winthrop. From 2006-2008, Mike served as Counselor to the Chairman and Deputy Chief of Staff at the Securities and Exchange Commission where he advised on investor protection and capital formation and acted as the Chairman’s chief legal counsel. From 1990-1996, Mike was EVP and General Counsel for Bank of America, where he managed more than 450 employees, including 185 attorneys, and was advisor to the bank’s board and senior management. Mike was the lead author and currently lead editor of the widely used “Venture Capital & Public Offering Negotiation” (Aspen Publishers) which was initially published in 1981 and is still being updated annually. Mike holds a BS in mechanical engineering from UC Berkeley and a JD from Berkeley Law School (Boalt).
Read storyIn 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 storyPlease 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 storyThe American Bar Association is publishing a version of this article on its Business Law Today website.
Read storyThe cost of producing documents and electronically stored information (“ESI”) in civil litigation today can be prohibitive for small companies and individual litigants
Read storyManagers 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 storyUnder 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 storystockholder 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 storyBased 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 storyUntil recently, it was unclear whether a stockholder’s statutory right to appraisal of shares following a merger could be waived by contract.
Read storyVice 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 storyDirectors of Delaware corporations cannot be held liable for breaches of the duty of care so long as their corporations’ charters include “exculpation” provisions.
Read storyOrdinarily, 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 storySection 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 storyThe 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 storyThe 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 storyFounders 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 storyMike Halloran, Founder of Halloran Farkas + Kittila Interviews with Richard Hsu of HSU Untied Mike Halloran, Legendary Silicon Valley Lawyer sits down in an interview with Richard Hsu of HSU Untied to discuss his experience as a Silicon Valley Lawyer with Pillsbury to his transition with Bank of America as their General Counsel to now, the latest opening his own law firm, Halloran Farkas + Kittila LLP.
Read storyThe 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.
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