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Supreme Court Affirms Chancery Decision, Defines Use of Laches
Justice Carolyn Berger composed the decision for the en banc court. In her opinion, Berger ruled that the Chancery Court accurately applied laches because the case's unusual circumstances made it difficult to apply the statute of limitations.Decision Could Impact Future Corporate Asset Sale Cases
The ruling will likely serve as a test case for future asset sale lawsuits because the court ruled that the burden of proof rests with the plaintiff to demonstrate that a transaction is unfair, and if they can do so, the burden then shifts to the corporation to validate the sale.Implementing Exclusive Forum Bylaws
Late last month, in an important decision, the Delaware Court of Chancery held that boards of directors of Delaware corporations may validly adopt exclusive forum bylaws, also known as forum selection bylaws, under Delaware law. Exclusive forum provisions in corporate charters and bylaws are a recent innovation intended to address the problem of duplicative shareholder litigation, which has increased substantially in recent years. In light of this decision, boards of Delaware companies should consider adopting exclusive forum bylaws without waiting for the outcome of any appeal to the Delaware Supreme Court.Glasscock Dismisses Corporate Waste Lawsuit Against BlackRock
The Delaware Court of Chancery has dismissed a shareholder lawsuit against the directors of BlackRock Inc., ruling that the plaintiff's claims were derivative in nature and unable to support her allegations that the investment company's board wasted corporate assets when it agreed to repurchase preferred shares in a sponsored fund when those shares became illiquid during the 2008 financial crisis.
Law Journal Press | Digital Book
Pennsylvania Causes of Action, 12th Edition
Authors: GAETAN J. ALFANO, RONALD J. SHAFFER, JOSHUA C. COHAN
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Oral Arguments Presented in Chancery Court's Arbitration Program Dispute
An open government group's challenge to confidentiality provisions in the Chancery Court's special arbitration program was argued in U.S. district court in Philadelphia last week, as both sides gained support from high-profile organizations filing amicus briefs in the case.Why Alternative Entities May Not Protect Investors
In recent years, limited liability companies and limited partnerships have become the preferred form of entity for new businesses. In Delaware, for example, there are now more LLCs and LLPs formed each year than Delaware corporations. There are various reasons for this development, particularly the flexibility of management these alternative entities permit.Shareholder Brings Derivative Suit Against Berhkshire Hathaway officers and directors
A shareholder derivative suit has been filed in the Delaware Court of Chancery against the board of Berkshire Hathaway Inc. and its chairman and CEO, Warren E. Buffett, in the aftermath of insider trading allegations that have engulfed David L. Sokol, a former top lieutenant of Buffett's.Safe Harbor Unavailable for Payments to Collateralize Letter of Credit in Bond Redemption
Section 546(e) of the Bankruptcy Code has engendered more than its fair share of litigation. Section 546(e) provides a safe harbor to exempt certain types of financial contracts from the reach of the automatic stay and the avoidance powers of the code.At the Intersection of Federal and Corporate Law: A Q&A with Lawrence Hamermesh
Lawrence Hamermesh is the Ruby R. Vale Professor of Corporate and Business Law at Widener Law and former director of the Widener Institute of Delaware Corporate and Business Law. Most recently, he spent 18 months working as senior special counsel with the Office of Chief Counsel of the Division of Corporation Finance of the Securities and Exchange Commission.TRENDING STORIES
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