News + Collective Insight

Regular news updates from our firm and professional insight from our team of expert advisors.

November 17, 2023

HFK Proudly Announces the Addition of John G. Harris as a Partner in the Delaware Office

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.

November 16, 2023

Mike Halloran of Halloran Farkas + Kittila Has Second Interview with Richard Hsu of HSU Untied Mike Halloran Part 2

Mike 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).

June 16, 2023

Touring through Traditional Fiduciary Law, the DGCL, Delaware Corporate Law, and Delaware’s Support for Private Ordering with Vice Chancellor Laster

In 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.

August 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.

May 14, 2020

Good-Faith Determinations under the CARES Act Paycheck Protection Program

The American Bar Association is publishing a version of this article on its Business Law Today website.

April 29, 2020

Delaware Court of Chancery Gives the Little Guy a Break on E-Discovery Costs

The cost of producing documents and electronically stored information (“ESI”) in civil litigation today can be prohibitive for small companies and individual litigants

August 7, 2019

Acting Manager of LLC Subject to Personal Jurisdiction in Delaware: Case Law Precedents “Not Persuasive

Managers 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

March 18, 2019

Accountants Win Dismissal of Claim for Negligent Misrepresentation in Delaware Court of Chancery

Under 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.

February 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 Investor

stockholder plaintiffs in books-and-records actions under Section 220 of the Delaware General Corporation Law are required to have “substantive involvement” in the litigation

January 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.

October 15, 2018

Passengers Will Please Refrain: Delaware Court of Chancery Upholds Contractual Waiver of Statutory Appraisal Rights in a Merger

Until recently, it was unclear whether a stockholder’s statutory right to appraisal of shares following a merger could be waived by contract.

August 27, 2018

Individual LLC Members Can Be Held Liable for Breach of LLC Agreement

Vice 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.

July 24, 2018

Directors, Found Not Liable as Directors, May Be Liable as Officers in Suit Brought by Sole Holdout Stockholder

Directors of Delaware corporations cannot be held liable for breaches of the duty of care so long as their corporations’ charters include “exculpation” provisions.

April 30, 2018

Delaware Court of Chancery Awards Damages in Chevelle Case Based on Unjust Enrichment

Ordinarily, 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”.

February 28, 2018

Delaware’s “Safe Harbor” for Self-Interested Transactions Is Not So Safe

Section 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.

February 7, 2018

Delaware Supreme Court Affirms Dismissal of Wal-Mart Case

The 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.

January 11, 2018

Director Compensation Amounts Must Be Approved by Stockholders to Avoid Entire-Fairness Review: Delaware Supreme Court Rejects “Meaningful Limits” Standard

The 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.

December 28, 2017

Stock Reclassification that Perpetuated Majority Stockholder’s Control Approved by Delaware Court of Chancery

Founders 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.

November 30, 2017

Mike Halloran, Founder of Halloran Farkas + Kittila Interviews with Richard Hsu of HSU Untied Mike Halloran Part 1

Mike 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.

November 27, 2017

Delaware Court of Chancery Slams Plaintiffs’ Firm for Using “Ostensible” Stockholder Plaintiff in Books and Records Action

The 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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