The latest proposed amendments to the Delaware General Corporation Law (DGCL) will simplify the process for ratifying defective corporate acts; eliminate or reduce the stockholder vote required to authorize some types of...more
This year’s proposed amendments to the Delaware Revised Uniform Partnership Act (Partnership Act), the Delaware Limited Liability Company Act (LLC Act), and the Delaware Revised Uniform Limited Partnership Act (LP Act)...more
In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more
It is well known that the Delaware General Corporation Law (DGCL) provides that a majority of the voting power of all stockholders entitled to vote is required for a Delaware corporation to take certain fundamental actions,...more
It is well established that corporate officers owe the same fiduciary duties as directors under Delaware law. However, the Delaware courts have not had occasion to consider every species of fiduciary duty claim against...more
Recently, the Delaware Court of Chancery issued a decision regarding restrictive covenant agreements that will likely have an immediate impact on the scope of restrictive covenants in private equity transactions. In the...more
In Totta v. CCSB Financial, the Court of Chancery invalidated a boards’ invocation of an anti-takeover provision in the corporation’s certificate of incorporation. It did so because the board invoked the provision to thwart...more