In February 2025, the Delaware General Assembly introduced legislation to significantly amend Section 144 of the Delaware General Corporation Law (DGCL) to improve the legal framework surrounding transactions involving...more
4/2/2025
/ Board of Directors ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Fiduciary Duty ,
New Legislation ,
Proposed Amendments ,
Safe Harbors ,
Securities Regulation ,
Shareholders
On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) that concluded most of the control provisions in a stockholder agreement...more
A recent decision out of the Delaware Court of Chancery in John D. Arwood et al. v. AW Site Services, LLC, sheds significant light on whether a party to a contract governed by Delaware law may “sandbag” its counter party: as...more
Just over a month ago, many sectors of the U.S. economy came to a sudden stop as the federal and state governments ramped up their efforts to contain the spread of the COVID-19 pandemic. As governors issued orders requiring...more
In This Issue:
The addition of new AAA, JAMS, and CPR rules governing emergency requests for interim relief, and recent court decisions in the wake of those rules, have raised important new issues. Whereas most courts...more
On June 12, 2016, the European Commission adopted a new framework for personal data transfers between the European Union (EU) and the United States (US), called the “Privacy Shield.” US companies doing business in Europe may...more
11/14/2016
/ Arbitration ,
Arbitration Agreements ,
Controlling Stockholders ,
EU ,
EU-US Privacy Shield ,
European Commission ,
International Data Transfers ,
Paris Agreement ,
Personal Data ,
Personal Jurisdiction ,
Shareholders ,
Standing ,
US-EU Safe Harbor Framework
Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more
6/13/2016
/ Arbitration ,
Arbitration Awards ,
Arbitrators ,
Books & Records ,
Choice-of-Law ,
Closely Held Businesses ,
Common-Interest Privilege ,
Corporate Officers ,
Demand Futility ,
Derivative Suit ,
Employment Contract ,
Federal Trade Commission (FTC) ,
Joint and Several Liability ,
Judicial Review ,
Jurisdiction ,
Merger Clause ,
Mergers ,
Personal Liability ,
Preliminary Injunctions ,
Registration Statement ,
Restitution ,
Shareholders ,
Summary Judgment ,
Tortious Interference ,
Trade Dress ,
Trademark Infringement
For a long time, practice in New York’s Commercial Division was a double-edged sword. Stacked with the state’s most sophisticated judges, a tilt towards aggressive case management practices, and an inclination towards...more
Confidentiality Agreement Must be Expressly Preserved in New Employment Agreement.
The decision in Meschino v. Frazier Industrial Co., 2015 WL 7295463, at *1 (D. Mass. Nov. 18, 2015) (Stearns, J.), underscores that an...more
2/26/2016
/ Accountant Malpractice ,
Arbitration ,
Arbitration Awards ,
CLRA ,
Confidentiality Agreements ,
Contract Negotiations ,
Corporate Officers ,
Expectation Damages ,
False Advertising ,
False Statements ,
Good Faith ,
Motion To Stay ,
Organic ,
Personal Liability ,
Pre-Employment Agreements ,
Preemption ,
Unfair or Deceptive Trade Practices ,
Willful Misconduct
Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more
10/22/2015
/ Anti-Assignment Clauses ,
Arbitration ,
Arbitrators ,
Attorney's Fees ,
Books & Records ,
Bylaws ,
CA Supreme Court ,
CEOs ,
Class Action ,
Corporate Officers ,
D&O Insurance ,
Depositions ,
Derivative Suit ,
Disclosure ,
Discovery ,
Employment Contract ,
Fluor ,
Franchise Agreements ,
Franchisee ,
Franchises ,
Fraudulent Inducement ,
Government Investigations ,
Independent Contractors ,
Liability Insurance ,
Misclassification ,
Misrepresentation ,
Netflix ,
Privilege Logs ,
Reversal ,
Sanctions ,
Shareholder Litigation ,
Shareholders ,
Video Privacy ,
VPPA