Overview Governor Carney recently signed into law certain amendments (the Amendments) to the Delaware General Corporation Law (the DGCL) that (i) clarify the powers of boards of directors in an emergency...more
Overview -
On July 16, 2020, Governor Carney signed into law certain amendments (the Amendments) to the Delaware Limited Liability Company Act (the LLC Act), the Delaware Revised Uniform Limited Partnership Act (the LP...more
A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling...more
7/9/2020
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Conflicts of Interest ,
DE Supreme Court ,
Disclosure Requirements ,
Fairness Standard ,
Fiduciary Duty ,
Fraud ,
Mergers ,
Shareholder Litigation ,
Standard of Review
In Dohmen v. Goodman, the Delaware Supreme Court declined to impose an affirmative fiduciary duty of disclosure on a general partner arising out of the general partner’s solicitation of capital contributions from a limited...more
6/26/2020
/ Appeals ,
Breach of Contract ,
Breach of Duty ,
Capital Contributions ,
Causation ,
Damages ,
DE Supreme Court ,
Fiduciary Duty ,
General Partnerships ,
Limited Partnership Agreements ,
Limited Partnerships ,
Private Placements
On June 11, the Delaware Court of Chancery issued important guidance to boards of directors of Delaware corporations and their controlling stockholders seeking to utilize the dual protections of MFW2 — a special committee and...more
A recent Delaware Court of Chancery decision confirms that, unlike in statutory mergers, the attorney-client privilege will remain with the target entity in an asset sale unless the attorney-client privilege is explicitly...more
In 77 Charters, Inc. v. Gould, the Delaware Court of Chancery refused to dismiss breach of fiduciary duty claims against an indirect, “remote controller” of a limited liability company in connection with a series of...more
Troutman Sanders and Pepper Hamilton are producing a series of podcasts to discuss litigation topics that have been brought to the forefront by the COVID-19 pandemic and how businesses might be able to prepare and...more
On March 25, in Walsh v. White House Post Productions, LLC, C.A. No. 2019-0419-KSJM, the Delaware Court of Chancery held that a limited liability company’s contractual right to repurchase a member’s units upon the termination...more
In a prior client alert, we discussed a decision by the Delaware Supreme Court, Appel v. Berkman, in which the court held that the board’s failure to disclose the reasons why the chairman of the board abstained from voting on...more
On March 18, in Salzberg v. Sciabacucchi, No. 346, 2019, the Delaware Supreme Court held that Delaware corporations may validly adopt forum selection provisions requiring that all claims arising under the federal Securities...more
On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of disinterested and independent directors to insulate themselves from fiduciary liability...more
3/10/2020
/ Acquisition Agreements ,
Arms Length Transactions ,
Board of Directors ,
Business Judgment Rule ,
Controlling Stockholders ,
Entire Fairness Standard ,
Fiduciary Duty ,
Independent Director ,
Negotiations ,
Shareholder Votes ,
Special Committees ,
Standard of Review
On December 7, 2018, the Delaware Supreme Court issued an order affirming the judgment of the Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. Oct. 1, 2018). ...more
In a recent opinion, the Delaware Court of Chancery, for the first time, held that contractual provisions in stockholder agreements barring common stockholders from exercising their statutory appraisal rights are enforceable...more
The Delaware House of Representatives voted on June 28 to expand the number of vice chancellors on the Court of Chancery from four to six....more
Two recent decisions in Pennsylvania have contributed to the ever-growing body of law covering social media in litigation, providing new guidance to litigants and attorneys on the discoverability, admissibility and relevance...more
A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more
On June 20, 2013, the United States Supreme Court, in a 5-3 opinion in American Express Co. v. Italian Colors Restaurant, 2013 U.S. LEXIS 4700 (June 20, 2013), dealt yet another blow to antitrust plaintiffs’ ability to seek...more