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Delaware Business Court Insider

Profit With Purpose: Exploring the Power of Delaware Public Benefit Corporations

In this article, we have focused on entities available under Delaware law. Delaware public benefit corporations (PBCs) emerged in 2013 and have become especially popular as a result of the increased demand for socially conscious business practices, combined with the familiar reliability of Delaware corporate law.
6 minute read

The Legal Intelligencer

Carrots and Sticks: Crafting Agreements for CTA Compliance

By thoughtfully amending operating and shareholder agreements to include both incentives and penalties for compliance, businesses can not only adhere to the letter of the law but also foster a culture of transparency and accountability.
8 minute read

Delaware Business Court Insider

Chancery Dismisses Derivative Action Based on Plaintiff's Failure to Allege Particularized Facts Demonstrating Demand Futility

As demonstrated by Harrison Metal Capital III v. Mathe, failure to assert well-pleaded allegations showing that a majority of the board is disabled from disinterestedly and independently evaluating whether to bring an action is fatal to a stockholder derivative claim.
5 minute read

Daily Business Review

One Court Has Said the Corporate Transparency Act is Unconstitutional; What Happens Next?

In the wake of other, significant changes in the law at the Supreme Court in recent years—from Citizens United on campaign finance and Shelby on civil rights law to Bremerton on religious freedom and Dobbs on abortion—only time will tell whether the CTA will survive intact.
5 minute read

Delaware Business Court Insider

Why Corporate Attorneys Say Delaware Courts Aren't Pushing Away Their Clients

Corporate practitioners say there's been no signs that there will be any significant corporate exodus from Delaware in the near future.
4 minute read

Delaware Business Court Insider

Chancery Dismisses Suit Against Walgreens Directors, Rejecting 'Reflexively Filed' 'Caremark' Claims

"Fueled by hindsight bias," Vice Chancellor Lori W. Will explained, Caremark suits have "proliferated in Delaware" seeking to hold directors personally liable for imperfect efforts, operational struggles and business decisions. But, the court noted, a stockholder's position that the board's response to a corporate crisis merely "came too late and did too little" is insufficient under Caremark, which requires a showing that directors acted in bad faith.
6 minute read

The American Lawyer

The 2024 Dealmakers of The Year

It was another challenging year in 2023 for dealmaking, but Big Law's talented transactional lawyers brought expertise, creativity and profoundly hard work to bear.
1 minute read

The Recorder

K&L Gates Beefs Up West Coast Corporate Practice With Hires From Reed Smith, Hanson Bridgett

Mattias Luukkonen and Michael Gorback are the latest California-based partners to join K&L Gates since the beginning of 2023, joining names from Tucker Ellis, Ellis George and Akin.
5 minute read

Delaware Business Court Insider

Derivative Suit Claiming Directors Breached Duty of Oversight in Alleged 'Overfilled and Overbilled' Insulin Scheme Dismissed

In a recent memorandum opinion dismissing a suit brought by stockholders derivatively on behalf of Walgreens Boots Alliance, Inc. (Walgreens), Vice Chancellor Lori Will of the Delaware Court of Chancery issued a reminder of the "narrow confines" in which a successful Caremark claim lives.
8 minute read

Delaware Business Court Insider

Chancery Declines Jurisdiction Over Contract and Tort Claims Not Arising Out of LLC Agreement

In Ramco Asset Management v. USA Rare Earth, 2023 WL 6939263 (Del. Ch. Oct. 20, 2023), Vice Chancellor Sam Glasscock III considered jurisdictional…
8 minute read

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