Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | March 6, 2019
Stockholders who seek to inspect the books and records of a Delaware corporation to investigate mismanagement merely have to demonstrate a “credible suspicion” that officers or directors have breached their fiduciary duties.
The Legal Intelligencer | Commentary
By Robert L. Hickok, Jay A. Dubow and Erica Hall Dressler | February 28, 2019
On Jan. 4, 2019, the U.S. Supreme Court granted certiorari in the matter, Emulex v. Varjabedian. A ruling by the Supreme Court will likely resolve a circuit split regarding the pleading standard for claims brought under Section 14(e) of the Securities Exchange Act of 1934 that was created by the U.S. Court of Appeals for the Ninth Circuit's decision in April 2018.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | February 20, 2019
Section 220 of the Delaware General Corporation Law permits a stockholder to inspect the books and records of a corporation, provided that the demand for inspection meets certain form and manner requirements, and the inspection is sought for a proper purpose—e.g., one reasonably related to the interests of stockholders.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | February 20, 2019
In a recent case, Master in Chancery Patricia W. Griffin recommended that the Court of Chancery grant a creditor's motion for summary judgment and order the entry of personal and in rem judgments against its debtors based on a finding that the undisputed facts gave rise to an enforceable equitable mortgage.
Delaware Business Court Insider | Commentary
By James L. Hallowell and Mark H. Mixon Jr. | February 13, 2019
The Court of Chancery's holding in Salzberg offers what might seem to be a cautious interpretation of the reach of Delaware corporate law.
Delaware Business Court Insider | Commentary
By James H. S. Levine and Douglas D. Herrmann | February 6, 2019
Section 220(d) of the Delaware General Corporation Law permits a director to inspect a company's books and records for purposes reasonably related to the director's position as a director.
The Legal Intelligencer | Commentary
By Maxwell Briskman Stanfield | February 4, 2019
Despite the ghostly name, phantom stock is not quite as mysterious as it sounds. In essence, phantom stock is a deferred compensation plan that gives an employee a stake in a company's success without conferring an actual ownership interest in the company.
Delaware Business Court Insider | Commentary
By Justin T. Kelton | January 30, 2019
The Delaware Court of Chancery in Brown v. Kellar, recently issued a decision clarifying the scope of actions under 8 Del. C. Section 225, which provides a procedure to determine issues that pertain to actions to elect or remove a director or officer.
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 Barry M. Klayman and Mark E. Felger | January 16, 2019
A recent opinion by Vice Chancellor Tamika Montgomery-Reeves illustrates the pitfalls in not specifically addressing the scope of “mutual general releases” when agreeing to settle litigation.
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