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New York High Court Adopts Business Judgment Rule for Going-Private Transactions When Certain Minority Shareholder Protections Are...

Background of Kenneth Cole Productions Shareholder Litigation - The case involved Kenneth Cole Productions (KCP), a public New York corporation well-known as the designer and marketer of shoes, apparel and accessories....more

Corporate Renewable Energy Buyers’ Principles Highlight the Promise of Consumer/Utility Collaboration in Renewable Power...

As we wrote earlier this year, end-use corporate energy consumers large and small are increasingly turning to distributed power generation using solar, wind and other technologies to reduce purchased power costs and price...more

2014 Changes to Delaware Corporate Law

Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more

Can You Replace Your Manager? Delaware Case Emphasizes the Importance of Carefully Considering LLC Agreement Provisions

Common sense might lead one to expect that a controlling stakeholder has the power to replace the manager of a limited liability company (LLC), but this might not be the case when the underlying LLC agreement provides...more

U.S. Supreme Court Round-Up: Sun Capital Cert Denied, Omnicare Cert Granted and Whistle-Blower Protection Extended

As first discussed in July 2013 the First Circuit Court of Appeals held in Sun Capital Partners III, LP, et al. v. New England Teamsters & Trucking Industry Pension Fund that a Sun Capital Partners private equity fund (Sun...more

Did You Know? Drafting Considerations for Delaware Limited Liability Company Operating Agreements

When choosing an entity, limited liability companies (LLCs) are an attractive option because they insulate their members from personal liability, allow governance flexibility and provide a single layer of income tax. For...more

Collecting Director Signatures Before Joining the Board

It is not unusual to collect signature pages in connection with corporate transactions prior to the transaction and then release them at the time of the transaction. However, Delaware law provides that when a person executes...more

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