Delaware Business Court Insider | Commentary
By Meghan A. Adams | April 17, 2019
Under Delaware law, majority or controlling stockholders owe fiduciary duties to the company and its minority stockholders. Under certain circumstances, however, a stockholder that owns less than 50 percent of the company's outstanding stock can be deemed a controlling stockholder and therefore subject to the same fiduciary obligations.
The Legal Intelligencer | Commentary
By Andrew C. Kassner and Joseph N. Argentina Jr. | April 16, 2019
One of the powerful benefits of bankruptcy is the ability to obtain a “fresh” start by obtaining a discharge of most, but not all claims that arose prior to the filing of the bankruptcy case.
Delaware Business Court Insider | Commentary
By Robert B. Little and Steve Wright | April 10, 2019
The Delaware Court of Chancery recently issued an opinion that provides guidance for the application of extra-contractual principles in an earn-out context, further stressing the importance of precise drafting of earn-out provisions.
Delaware Business Court Insider | Commentary
By Christopher B. Chuff, Joanna J. Cline and Taylor B. Bartholomew | April 3, 2019
A recent decision by the Delaware Court of Chancery provides important guidance on two types of contractual provisions that routinely appear in complex purchase agreements—efforts clauses and notice provisions.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | April 3, 2019
In a recent letter opinion, Tratado de Libre Commercio v. Splitcast Technology, C.A. No. 2019-0014-JRS (Del. Ch. March 6), Vice Chancellor Joseph Slights addressed the issue of how to perfect service upon a dissolved limited liability company (LLC).
By Kirt O'Neill and Clayton Matheson | March 28, 2019
Out of concern for limiting the “extraterritorial” reach of America's patent laws, courts have long held that prevailing infringement plaintiffs…
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | March 27, 2019
This case is important for the clear guidance it provides for anyone who seeks to understand Section 144(a)'s safe harbors when one or more board members are conflicted in connection with a board vote.
The Legal Intelligencer | Commentary
By Abraham J. Gafni | March 21, 2019
In commercial transactions, parties often seek to resolve a disagreement by designating an expert who will decide a particular issue based upon that individual's expertise.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | March 13, 2019
Central to this post-trial opinion is his discussion regarding the contours of the “line of business” test and the need to apply the concept flexibly and sensibly when determining whether a corporation has an interest in a line of business.
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.
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