Delaware Business Court Insider
By Molly DiBianca | July 26, 2023
The right of a shareholder to demand to inspect a company's books and records may be an important tool but it is not without limits. In a recent decision involving The Walt Disney Co. (Disney), the Delaware Court of Chancery reminded one litigant that disagreement over business decisions, including decisions about a company's position on social issues, is not a proper basis for a shareholder action under Section 220.
5 minute read
Delaware Business Court Insider
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.
4 minute read
By Thomas P. Kurland and Dakotah M. Burns | July 10, 2023
The court's decision in Mallory could have profound implications for larger-sized companies that operate in multiple states throughout the country. And nowhere is this truer than in New York, where the state's status as a global hotspot for foreign investment has attracted myriad out-of-state companies to register to do business within its borders.
8 minute read
Delaware Business Court Insider
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.
8 minute read
By Mylan Denerstein, Lee R. Crain and Gregory V. Momjian | July 4, 2023
If Gov. Kathy Hochul signs the bill, New York state and federal courts would be able to hear lawsuits against out-of-state corporations based on conduct that took place outside of New York simply because the corporation does unrelated business here.
6 minute read
By Corey D. Berman | July 3, 2023
The court's majority rejected the argument that such an assertion of jurisdiction violated the company's due process rights in a case that will have ramifications for companies doing business nationwide, including in the state of Florida.
10 minute read
By Howard B. Epstein and Theodore A. Keyes | June 28, 2023
In Amerisure v. Selective, the Second Circuit held that the subcontract terms governed the additional insured question while the other insurance clauses in the insurance policies governed the priority dispute.
8 minute read
Delaware Business Court Insider
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.
7 minute read
By Alex Anteau | June 27, 2023
"This case had a $20 million nonnegotiable demand, and when Charlie Gower says it's nonnegotiable, it's nonnegotiable," defense attorney Morris Mullin said.
5 minute read
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.
8 minute read
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