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Duty of Loyalty Covenant of Good Faith and Fair Dealing Damages

DarrowEverett LLP

Adverse Possession in a Closely Held Company? ‘Stash’ This One Away

DarrowEverett LLP on

Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your...more

Bracewell LLP

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

Bracewell LLP on

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Morris James LLP

Court Of Chancery Explains Unfair Dealing Law In Cash-Out Case

Morris James LLP on

Aside from the very large damage award, this decision should be noted for its thorough analysis of the duties of a controlling stockholder and his aides in the way they act to carry out a going private transaction....more

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