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Breach of Duty › Stockholder Agreements

Foley & Lardner LLP

Delaware Law on Fiduciary Duties and Stockholder Agreements

Foley & Lardner LLP on

Delaware corporate law is renowned for its balance between flexibility in business arrangements and the fundamental principles of fiduciary accountability. One of the areas where this balance is most evident is in the...more

Hogan Lovells

Q2 2024 Quarterly Corporate / M&A decisions updates

Hogan Lovells on

Below is our Corporate / M&A decisions update covering decisions in the second quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included further development of the jurisprudence around the validity...more

Vinson & Elkins LLP

Trending Liability Theories in Delaware SPAC-Related Litigation

Vinson & Elkins LLP on

In the wake of the wave of special purpose acquisition company (SPAC) deal activity in recent years, SPAC-related litigation is on the rise, particularly in Delaware. ...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review...

Cadwalader, Wickersham & Taft LLP on

In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the...more

Morris James LLP

Court of Chancery Explains Notice Required Before Directors Act

Morris James LLP on

This decision concerns a soap opera with bizarre facts and alleged witness tampering that hopefully will never be repeated. It does have a good discussion on what notice the board of directors must give to a controller before...more

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