Jameson Tweedie

Jameson Tweedie

McCarter & English, LLP

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Latest Publications


Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

11/11/2016 - Acquisitions Board of Directors Breach of Contract Breach of Duty Corporate Dissolution Fiduciary Duty Mergers Revlon Right of FIrst Refusal Sale of Assets Shareholder Approval Shareholders' Agreements

Delaware Law Updates – Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger...

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of the entire fairness standard of review in a direct challenge to the merger....more

8/16/2016 - Board of Directors Breach of Duty Delaware General Corporation Law Derivative Suit Entire Fairness Standard Fiduciary Duty Merger Agreements Mergers Minority Shareholders Motion to Dismiss Shareholder Litigation

Delaware Law Updates – 2016 Amendments to the Delaware General Corporation Law and the Delaware Limited Liability Company Act...

In the event that you missed it, on June 16, 2016, Delaware Governor Jack Markell signed House Bill 371 into law, thereby amending the Delaware General Corporation Law (the “DGCL”) in numerous significant respects. Also, on...more

8/4/2016 - Amended Legislation Appraisal Rights Assignments Delaware General Corporation Law Delaware Limited Liability Company Act Jurisdiction Mergers Quorum Stock Sale Agreements Stocks Voting Requirements

Delaware Law Updates – The Duty of Loyalty: Anything But ‘Hazy Jurisprudence’ on an Exacting, But Narrow, Standard

In a recent decision out of the Delaware Court of Chancery—In re Chelsea Therapeutics International Ltd. Stockholders Litigation., Consol. C.A. No. 9640-VCG—Vice Chancellor Glasscock was faced with a claim that the board of...more

6/14/2016 - Bad Faith Board of Directors Breach of Duty Business Valuations Duty of Loyalty Selling a Business Shareholder Litigation

Delaware Law Updates - Demand Refused Rule 23.1 Explained by the Delaware Court of Chancery

In a recent decision out of the Delaware Court of Chancery – Friedman v. Maffei et al., C.A. No. 111105-VCMR – the court’s second-newest member, Vice Chancellor Montgomery-Reeves, dismissed a proposed derivative complaint on...more

5/6/2016 - Board of Directors Breach of Duty Change in Control Demand Futility Derivative Suit Expedia Fiduciary Duty Qualified Restricted Stock Units (RSUs) Shareholder Demands Shareholder Litigation TripAdvisor Vesting

Delaware Law Updates - Delaware law on advancement of fees incurred by former officers and directors

In a recent Delaware Court of Chancery case - Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG - Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery took on a “familiar” issue with a “twist”:...more

4/21/2016 - Advancement Counterclaims Delaware General Corporation Law Former Directors Forum Selection Clause Indemnification Limited Liability Company (LLC) Litigation Fees & Costs Merger Agreements Nexus Target Company

EPA Comments Suggest Emphasis on Creativity and Internalizing Externalities in Climate Strategy

The American Bar Association's Section of Energy, Environment and Resources held its Fall Conference last week. Noteworthy from a climate perspective were the keynote address by Environmental Protection Agency Administrator...more

10/16/2014 - Climate Action Plan Climate Change Environmental Policies EPA

In Issuing Executive Order No. 41, Governor Markell Rejects Any Need To Choose Between Mitigating Climate Change And Supporting...

On September 12, Governor Jack Markell issued Executive Order No. 41, “Preparing Delaware for Emerging Climate Impacts and Seizing Economic Opportunities from Reducing Emissions.” In many climate change discussions there...more

9/16/2013 - Carbon Emissions Climate Change Economic Development Environmental Policies Executive Orders Greenhouse Gas Emissions

The Tar Sands Debate Comes To Delaware

Across the country, environmental organizations have made the transport and processing of crude oil from the tar sands of Alberta, Canada a focal point in their efforts to reduce carbon emissions, citing higher carbon...more

6/26/2013 - Canada Keystone XL Pipeline Oil & Gas Petroleum Refining

Delaware’s Most Vulnerable County Abstains From Vote On Sea Level Rise Mitigation Options

In our continuing our discussion of the Delaware Sea Level Rise Advisory Committee ("DSLRAC"), the efforts of the DSLRAC took an ironic - but perhaps predictable - turn when the delegate for the Delaware county likely to be...more

6/3/2013 - Climate Change Infrastructure Public Meetings Rising Sea Levels

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