Delaware Business Court Insider | Commentary
By Jennifer H. Rearden, Jefferson E. Bell and Mark H. Mixon Jr. | May 15, 2019
In 'Verition Partners Master Fund v. Aruba Networks,' the Delaware Supreme Court considered whether the Delaware Court of Chancery abused its discretion in concluding that, as of the “effective date” of the merger between Aruba Networks Inc. and Hewlett-Packard Co., the “fair value” of Aruba was its unaffected market price.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller | March 6, 2019
These decisions highlight the powerful effect, and potentially unintended consequences, of using a “void” provision in the governing documents of Delaware alternative entities.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | January 23, 2019
The implied covenant of good faith and fair dealing inheres in all contracts governed by Delaware law. In some circumstances, the implied covenant may apply to fill “gaps” in an agreement consistent with the parties' reasonable expectations at the time of contracting.
Delaware Business Court Insider | Commentary
By Andrew W. Stern, James Heyworth and Benjamin F. Burry | December 12, 2018
The Chancery Court will continue to face novel theories of controlling stockholder liability based on contract rights, and Delaware's ability to impose clear limits on when an investor's contract rights render it a fiduciary to the company will have significant consequences for corporate finance and strategic investments under Delaware law going forward.
Delaware Business Court Insider | Commentary
By Brian M. Lutz and Mark H. Mixon Jr. | September 26, 2018
Longstanding Delaware law not only entitles but encourages directors to rely in good faith on corporate officers and expert advisers for advice, information, and specialized expertise.
Delaware Business Court Insider | Commentary
By James H.S. Levine and Douglas D. Herrmann | September 26, 2018
Over the past 25 years, the emergence of electronic communications has dramatically altered the landscape of discovery. As new technologies develop and become more prevalent, the scope of what is considered appropriate or necessary in e-discovery continues to evolve.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | August 22, 2018
Delaware statutes enabling formation of unincorporated entities like LLCs and limited partnerships afford freedom for owners to structure business relationships as they see fit. This freedom carries with it the responsibility accurately and completely to describe the parties' rights and duties.
Delaware Business Court Insider | Commentary
By Christopher B. Chuff, M. Duncan Grant, and Joanna J. Cline | August 15, 2018
It is well-settled Delaware law that a stockholder is deemed to be a controller when it owns more than 50 percent of the corporation's stock or it owns less than 50 percent of the corporation's stock, but nevertheless exercises actual control over the corporation or the challenged decision.
Delaware Business Court Insider | Commentary
By Edward M. McNally | June 20, 2018
Every transaction to some extent is based on trust. At least a buyer trusts that a seller is not actively trying to defraud him.
Delaware Business Court Insider | Commentary
By Jennifer H. Rearden, Jefferson E. Bell and Michael Marron | June 13, 2018
In Steinberg v. Bearden, the Delaware Chancery Court considered whether the Aronson or Rales test for demand futility should apply to a derivative claim for breach of fiduciary duty against directors who allegedly made false and misleading statements.
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