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Business Litigation Delaware General Corporation Law

Mayer Brown

A Matter Of Propriety: Delaware Courts Reject Books-and-Records Demand Driven by Ulterior Motive

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Section 220 demands are a commonly used tool for stockholders to gain access to a company’s books and records. Although this provision of the Delaware General Corporation Law vests stockholders with a right of access thereto,...more

Sheppard Mullin Richter & Hampton LLP

The Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements

In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of...more

Dechert LLP

Delaware Court of Chancery’s Rescission of Elon Musk’s US$55.8 Billion Pay Package Signals Expansion of Scrutiny into Potential...

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The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more

Ballard Spahr LLP

DE Supreme Court: No Class Vote Required Where Corporations With Multi-Class Capital Structure Adopted Exculpatory Charter...

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Delaware’s Supreme Court unanimously rejected challenges by stockholders of two corporations who argued the respective companies invalidly adopted exculpatory charter provisions without giving each class of stock a separate...more

Troutman Pepper

Delaware Court of Chancery Confirms Enforceability of Identity-Based Voting Stock

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Recently, in Colon v. Bumble, the Delaware Court of Chancery held that certain provisions in the charter of Bumble, Inc. (Bumble), which contemplated that each share of stock carried either one vote or 10 votes depending upon...more

Wilson Sonsini Goodrich & Rosati

Game On: Rival Games Co-Founders Battle It Out in Court for Alleged Misuse of Funds and Trade Secrets

A trade secret dispute between the co-founders of Rival Games, an international online gaming platform, highlights the critical role that trade secrets and trademarks play in the success of these platforms. As alluded in the...more

Wyrick Robbins Yates & Ponton LLP

Choosing the Ideal Jurisdiction: Considerations in Selecting a State for Incorporation

One of the first questions we receive from founders who are ready to legally form a company is where they should incorporate. The conventional wisdom is that for most companies intending to obtain outside financing, Delaware...more

Allen Matkins

Supreme Court Issues Delaware A Reprieve Pennsylvania Railroad Case

Allen Matkins on

Last November, I questioned whether the Supreme Court's decision in Mallory v. Norfolk Southern Railway Co. would endanger Delaware's corporate hegemony.  The issue in that case was the constitutionality of Pennsylvania's...more

Troutman Pepper

Delaware Court of Chancery Confirms Enforceability of NVCA Covenant Not to Sue for Breach of Fiduciary Duty

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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

Robson & Robson, P.C.

Waiving Judicial Dissolution in Pennsylvania: Not Happening, But That May Be Okay.

Robson & Robson, P.C. on

When two or more people become owners of a limited liability company and embody their relationship in an operating agreement, they usually see sunshine and rainbows in their future. They have an idea, they have a corporate...more

Farrell Fritz, P.C.

A Recurring Business Divorce Feature: Usurpation of Corporate Opportunity

Farrell Fritz, P.C. on

One of the earliest signs that a closely-held business is headed for divorce lies in how its owners treat new opportunities. When the relationship among the owners reaches a certain level of distrust, an owner presented with...more

Farrell Fritz, P.C.

Conflicts of Laws and the Internal Affairs Doctrine

Farrell Fritz, P.C. on

The legal concept of “conflicts of laws” is difficult, to say the least, confounding even seasoned litigators and judges, with bulky treatises and entire law school classes devoted to the subject....more

Troutman Pepper

Circuit Split: Ninth And Seventh Circuits Disagree Over Enforceability of Delaware Exclusive Forum Provisions

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In a recent decision, the Ninth Circuit split with a Seventh Circuit decision on the enforceability of exclusive forum provisions contained in a Delaware corporation’s certificate of incorporation or bylaws as to derivative...more

Farrell Fritz, P.C.

Equitable Standing in Shareholder Derivative Suit Bows to the Contemporaneous Ownership Rule

Farrell Fritz, P.C. on

In 2008, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery — one of the many intellectual giants and gifted writers who’ve occupied seats on that bench — published an article in the Delaware Journal of...more

Hicks Johnson

Exculpation Provisions in LLC Agreements: A Comparison of Delaware and Texas

Hicks Johnson on

Case law involving limited liability companies (LLCs) is rapidly evolving. Some states, most notably Delaware, permit LLCs to limit or eliminate liability for breaches of fiduciary duty by an LLC’s members or managers. Other...more

Farrell Fritz, P.C.

General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership

Farrell Fritz, P.C. on

A limited partnership without a general partner cannot lawfully continue. That’s why it’s critical that the limited partnership agreement thoughtfully address general partner succession and, when triggered, the agreement’s...more

Gray Reed

An Illustration of Remote Controller Fiduciary Liability

Gray Reed on

Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more

Morris James LLP

Where Do You Want to Be Sued?

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Where does your company want to be sued? Of course, the obvious answer is “nowhere.” But in this litigious country that is not realistic. However, to a large extent, companies can chose the forum to decide claims made against...more

Polsinelli

Delaware Court of Chancery Rejects Lawyer-Driven Stockholder Books and Records Demand in Wilkinson v. Schulman

Polsinelli on

Stockholder books and records demands are investigatory tools that often are a prelude to litigation directed at corporate fiduciaries. In rejecting a stockholder books and records demand, the Delaware Court of Chancery...more

Fox Rothschild LLP

Incorporation Condition In Confidentiality Agreement Upheld In Books And Records Action

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In the recent DGCL Section 220 books and records decision of The City of Cambridge Retirement System v. Universal Health Services, Inc., C.A. No. 2017-0322-SG (Del. Ch. Oct. 12, 2017), the Court of Chancery considered the...more

Morris James LLP

Delaware Insider: Delaware Supreme Court Precludes Fraudulent Inducement of LLC Agreement and Employment Agreement as Defense in...

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In the corporate context, Delaware has long recognized a public policy in favor of both indemnification and advancement. “Indemnification encourages corporate service by capable individuals by protecting their personal...more

Morris James LLP

Court Of Chancery Stresses Importance Of Records Demand In Lead Counsel Battle

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When asked to choose the lead plaintiff and class counsel, the Court of Chancery applies the well-known Hirt factors. As this decision demonstrates, the Court also will place some significant weight on which of the competing...more

Morris James LLP

Court Of Chancery Holds That Wrong Forward Looking Statement Insufficient To Support Records Inspection

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It is not enough that certain forward-looking statements failed to come true to justify requiring an inspection of corporate records. More evidence of wrongdoing is needed if your inspection is based on a theory of...more

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