Delaware Business Court Insider
By Emily Saul | July 19, 2023
Shareholders alleged that current and former members of the board grossly overpaid themselves between 2017 and 2020.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | July 19, 2023
In New Enterprise Associates 14. v. Rich, the Delaware Court of Chancery ruled that a covenant not to sue for breach of fiduciary duties in connection with the exercise of a drag-along provision to approve a merger or sale contained in a voting agreement among sophisticated stockholders in a Delaware general corporation was not facially invalid.
Delaware Business Court Insider | Analysis
By Brad Kutner | July 18, 2023
"Companies are saying they need to make sure their disclosures are backed up by data and can respond when the questions come," said Tara K. Giunta, co-chair of Paul Hastings' ESG Risk, Strategy and Compliance Group.
Delaware Business Court Insider | News
By Ellen Bardash | July 11, 2023
"The court's ruling bodes well for others presented with similar circumstances in Chancery Court and will hopefully serve as a cautionary tale should parties choose to engage in litigation misconduct," said David Lackowitz, litigation department chair at Moses Singer.
Delaware Business Court Insider | News
By Ellen Bardash | July 5, 2023
The vice chancellor said that the plaintiff hadn't offered enough evidence to call the requested fee amount reasonable.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | July 5, 2023
In this stockholder derivative action, the plaintiff claimed that the defendants—members of Tesla's board of directors—breached their fiduciary duties by awarding themselves excessive and unfair compensation between 2017 and 2020.
Delaware Business Court Insider | Commentary
By Cliff C. Gardner and Andrew Kinsey | June 28, 2023
In Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, Vice Chancellor Laster mostly denied motions to dismiss claims against officers and directors of Walmart for allegedly causing Walmart to fail to comply with the Controlled Substances Act and a settlement between it and the DEA related to Walmart's handling of opioid prescriptions.
Delaware Business Court Insider
By Michael B, Gonen | June 21, 2023
The court reasoned that Delaware law permits such covenants, subject to two ifs and one but—and declined to dismiss, reasoning that the covenant at issue was valid but that plaintiffs had adequately pleaded intentional fiduciary misconduct.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | June 14, 2023
Writing for the court en banc, Justice Karen L. Valihura explained why the stockholder-plaintiffs' arguments did not undermine the Court of Chancery's conclusions as to either "fair dealing" or "fair price."
Delaware Business Court Insider | Commentary
By Robert B. Greco | June 14, 2023
A recent opinion from the U.S. Bankruptcy Court for the District of Delaware, In re CII Parent, provides helpful guidance on drafting proxies and highlights potential pitfalls for the unwary, including in relation to the proxyholder's power to execute and deliver stockholder consents.
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