Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi | May 11, 2022
A recent Delaware Supreme Court decision provides a lesson for drafters of agreements for the sale of a business by providing an example of the problems caused by a lack of clarity in describing a deadline to send notices of claims for indemnification post-closing.
6 minute read
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | May 4, 2022
The U.S. Supreme Court, in a per curiam opinion in 2020, said that the federal courts may issue nunc pro tunc orders, or "now for then" orders, to reflect the reality of what had already occurred.
6 minute read
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus and R. Eric Hacker | April 27, 2022
Under Section 212(e), a proxy may be made irrevocable "if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power." But, once established, does an irrevocable proxy bind only the individual stockholder who granted the proxy, or does it also bind subsequent holders of the stock, too?
6 minute read
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi | April 20, 2022
A recent noteworthy Delaware Court of Chancery decision should be kept handy by corporate and commercial litigators for its practical and persuasive analysis of noncompliant handling of confidential documents: AlixPartners v. Mori, C.A. No. 2019-0392-KSJM (Del. Ch. April 14, 2022).
5 minute read
Delaware Business Court Insider | Commentary
By Mackenzie M. Wrobel | April 6, 2022
Vice Chancellor Lori Will in In re Aerojet Stockholder Litigation, No. 2022-0127-LWW, confirms that the middle, in a field of neutrality, is exactly where a company and its resources must remain in the midst of contested director elections involving a mixed bag of incumbent directors and insurgents.
7 minute read
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | March 30, 2022
May a third party bring a direct action against an insurer for coverage on a theory of subrogation when equitable subrogation does not apply and the right cannot be traced to a statute or contract?
8 minute read
Delaware Business Court Insider | Commentary
By Cliff C. Gardner and Lilianna Anh P. Townsend | March 16, 2022
Earlier this year, in a split-decision in Seafarers Pension Plan v. Bradway, the U.S. Court of Appeals For the Seventh Circuit reversed the Northern…
9 minute read
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller | March 9, 2022
Under Delaware law, the board of directors is generally responsible for overseeing the business and affairs of the corporation.
6 minute read
Delaware Business Court Insider | Commentary
By Richard L. Renck | March 2, 2022
As framed by the court: "No Delaware court has yet confronted the precise issue presented by respondent's motion—whether an appraisal petitioner may obtain full discovery in an appraisal proceeding where the proceeding was commenced for the purpose of pre-suit investigation."
8 minute read
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | March 2, 2022
Although Vice Chancellor Travis Laster denied the petition based on the language of the statute, his opinion appears to abandon the court's previous policy against permitting the revival of defunct Delaware corporations for use as blank check companies.
7 minute read
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