Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | October 12, 2022
In Protech Minerals v. Dugout Team, No. 288, 2021, 2022 WL 4004606 (Del. Sept. 2, 2022), the Delaware Supreme Court affirmed that trust distributions are personal property subject to garnishment. The court declined to consider whether the result would be different if the trust were a spendthrift trust.
Delaware Business Court Insider | Commentary
By Philip D. Amoa and Travis J. Ferguson | October 5, 2022
Unless specifically authorized by Delaware's General Corporate Law (DGCL), the contents of a corporation's charter do not displace directors' fiduciary obligations or override the court's "enhanced scrutiny" review for transactions implicating shareholders' sacrosanct voting rights.
Delaware Business Court Insider | Commentary
By Lawrence J. Kotler | September 28, 2022
Recently, in RC JRV Trust v. Barnes & Thornburg (In re JRV Group USA), No. 19-11095 (KBO), 2022 WL 3646288, at *1 (D. Del. Aug. 24, 2022), the U.S. District Court for the District of Delaware granted, in part, a motion for leave to appeal an interlocutory order of the U.S. Bankruptcy Court for the District of Delaware filed by the defendant, Barnes & Thornburg.
Delaware Business Court Insider | Commentary
By Arina Shulga and Jeffrey Kelly | September 21, 2022
The practical effect is that many businesses that should not be subject to the sanctions programs are prevented from operating until they either complete a lengthy appeals process or government agencies clarify their interpretation of the applicable sanctions.
Delaware Business Court Insider
By Cliff C. Gardner and John Saathoff | September 14, 2022
We would expect incorporators and their counsel to consider including officer exculpation in the certificates of incorporation of newly formed companies and the directors and stockholders of existing Delaware corporations to consider whether it is in their best interests to amend their certificate of incorporation to provide for these newly available officer liability protections.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | September 7, 2022
When a controlling stockholder is on both sides of a transaction, the Delaware courts' most searching standard of review, entire fairness, is likely to apply. That generally means that a plaintiff who can credibly allege unfairness is likely to survive a motion to dismiss. It does not follow, however, that plaintiff will prevail at trial.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | August 31, 2022
In Miller v. Black Diamond Capital Management (In re Bayou Steel BD Holdings), Adv. Pro. No. 21-51013 (KBO), 2022 WL 3079861 (Bankr. D. Del. Aug. 3, 2022), U.S. Bankruptcy Judge Karen B. Owens held that Delaware's three-year statute of repose on the liability of a member for distributions from a limited liability company, measured from the date of distribution, was preempted by Section 546 of the Bankruptcy Code.
Delaware Business Court Insider | Commentary
By Molly DiBianca | August 17, 2022
In a recent decision, Metro Storage International, v. Harron, C.A. No. 2018-0937-JTL (Del. Ch. May 4, 2022), the Delaware Court of Chancery made clear that executives who engage in double dealing will pay a high price for their bad acts.
Delaware Business Court Insider | Commentary
By Robert B. Greco and Brian T.M. Mammarella | August 17, 2022
Where a literal reading yields a result at odds with what the drafters would have reasonably intended (which itself derives from the commercial context evidenced in plain terms throughout the instrument), literal meaning gives way to a more nuanced "objective" meaning. This article explores the application of this key precept in the interpretation of charters and bylaws.
Delaware Business Court Insider | Commentary
By Michael B. Gonen | August 10, 2022
Delaware Supreme Court affirms dismissal on SLC's motion, refusing to apply "Caesar's Wife" standard of "above reproach" to multi-member SLCs.
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