Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | October 30, 2019
Under Delaware law, the members of a limited liability company may eliminate or modify the common law fiduciary duties of loyalty and care in their operating agreement. When they do so, Delaware courts will analyze any alleged management misconduct under the standard of conduct to which the parties agreed.
Delaware Business Court Insider | Commentary
By Francis G.X. Pileggi and Chauna A. Abner | October 23, 2019
A recent Delaware Court of Chancery decision acknowledged a pattern of corporations providing directors with advancement rights, and then when those directors attempt to exercise those rights, the corporations resist, claiming that exceptional circumstances exist that require the court to deviate from the principles of law granting advancement.
Delaware Business Court Insider | Commentary
By Jenness E. Parker, Kaitlin E. Maloney and Daniel S. Atlas | October 16, 2019
Following the Delaware Supreme Court's appraisal decisions in Aruba, Dell and DFC, the Delaware Court of Chancery relied exclusively on market-based metrics to determine fair value in three recent appraisal decisions.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | October 9, 2019
The case involved the sale by merger of Authentix Acquisition Co. to a third party. The petitioners had been the sole owners of the company's predecessor.
Delaware Business Court Insider | Commentary
By Christopher B. Chuff, Joanna J. Cline, Matthew M. Greenberg and Taylor B. Bartholomew | September 25, 2019
There has been a recent trend where employers have sought to circumvent California's public policy by invoking Delaware law in restrictive covenant agreements with their employees.
Delaware Business Court Insider | Commentary
By Taylor D. Anderson | September 18, 2019
In a recent decision, Bay Capital Finance v. Barnes and Noble Education, the Delaware Court of Chancery interpreted and analyzed the effect of stockholder noncompliance with the express requirements of an advance notice bylaw.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | September 18, 2019
Disclosure-only settlements of M&A class actions have received increased scrutiny since decisions like the Delaware Court of Chancery's 2016 Trulia opinion and the U.S. Court of Appeals for the Seventh Circuit's Walgreens decision from later that year.
Delaware Business Court Insider | Commentary
By Oderah C. Nwaeze | September 11, 2019
After the filing of a derivative lawsuit, it is common for the board of the company at issue to form a special litigation committee that will move to stay the action while it evaluates whether to pursue the derivative claims. More often than not, the Delaware Court of Chancery will grant that motion.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | September 5, 2019
It is well-settled in Delaware that a stockholder seeking to pursue derivative claims must own shares at the time of the wrong and continuously through the life of any litigation. Similarly, direct claims based on injury to the shares generally pass to a b
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | September 4, 2019
Judge Calvin Scott denied a motion for judgment on the pleadings on the grounds that the defendant's proffered interpretation of a liability limitation provision in a master service agreement was unreasonable.
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