Bradley Voss

Bradley Voss

Pepper Hamilton LLP

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Latest Publications


Delaware Non-Stock Corporations May Adopt Bylaws That Shift Fees To Unsuccessful Plaintiffs In Intra-Corporate Litigation

On May 8, 2014, the Delaware Supreme Court held that, under Delaware law, fee-shifting provisions in non-stock corporations’ bylaws can be valid and enforceable (“facially valid”) and may be enforced if not adopted or...more

5/12/2014 - American Rule Board of Directors Bylaws Fee-Shifting

Delaware Supreme Court Confirms That Appropriate Procedural Safeguards Will Result In Business Judgment Review Of Going-Private...

In a 2013 decision, the Delaware Court of Chancery ruled that the business judgment standard of review should apply to a going-private transaction where certain procedural safeguards were implemented to protect minority...more

3/17/2014 - Business Judgment Rule Minority Shareholders Shareholder Litigation Shareholders Summary Judgment

Recent Delaware Chancery Transcripts Emphasize That Materiality Is Key To Fee Awards In Disclosure-Based M&A Settlements

Some corporate practitioners could have the impression that significant fee awards are granted as a matter of course in M&A class action litigation, even where the results obtained by class counsel were supplemental (and...more

1/30/2014 - Acquisitions Class Action Disclosure Requirements Fee Awards Joint Venture Litigation Fees & Costs Mergers Transactional Attorneys

Court Of Chancery Holds That ‘Discovery Rule’ Cannot Toll Claims Beyond A Contractually Established Limitations Period

In ENI Holdings, LLC v. KBR Group Holdings, LLC, the Delaware Court of Chancery ruled that parties to a stock purchase agreement may shorten the limitations period for contractual recovery by way of a clause providing for the...more

12/6/2013 - Claims Limitations Period Contract Interpretation Discovery Rule Fraud Fraudulent Concealment

Directors Designated By Venture Capitalists And Other Preferred Stockholders Need To Be Mindful Of Inherent Conflicts: In re...

A recent post-trial decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery puts directors serving as designees of preferred investors on notice that they must attempt to maximize value for common...more

9/5/2013 - Breach of Duty Common Stock Conflicts of Interest Fiduciary Duty Preferred Shares Venture Capital

Delaware Court Rules That Forum Selection Bylaws Are Not Per Se Invalid

May the board of directors of a Delaware corporation adopt a bylaw that binds stockholders to bring particular types of causes of action against the corporation or its directors in Delaware?...more

6/26/2013 - Board of Directors Bylaws Corporate Governance Forum Selection

Delaware Supreme Court Reverses Chancery And Gives Collateral Estoppel Effect To California Federal Court’s Dismissal Of...

In its widely followed Allergan decision, the Delaware Court of Chancery declined to apply collateral estoppel to dismiss a Delaware derivative complaint even though a California federal court dismissed (with prejudice)...more

4/5/2013 - Derivative Complaint Derivative Suit Full Faith and Credit Shareholders

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