John Reed

John Reed

DLA Piper

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Avoiding Personal Liability: A Guide For Directors And Officers

According to the popular media, we are living in an era of corporate crime. Scandals like Enron, HealthSouth and WorldCom stretch so far back they seem like they are not even of this millennium. Among the milestones since...more

4/15/2015 - Board of Directors Business Judgment Rule Corporate Officers D&O Insurance Directors Fiduciary Duty Good Faith Indemnification Independent Counsel Personal Liability Shareholder Activism

Delaware (again) proposes sledgehammering fee-shifting bylaws

As part of the annual update cycle for Delaware’s General Corporations Law (DGCL), the Delaware Bar has returned to last year’s controversy on fee-shifting provisions in bylaws and certificates of incorporation to propose,...more

3/13/2015 - Articles of Incorporation Bylaws Fee-Shifting Forum Selection Clause Jurisdiction

Delaware Corporate Law And Litigation: What Happened In 2014 And What It Means For You In 2015

In This Issue: - Delaware’s Leading Role in Business and Business Litigation - Curbing Stockholder Litigation: Exclusive Forum and Fee-Shifting Provisions - Two-Tiered Poison Pill Targeted at Hedge Fund...more

1/14/2015 - Breach of Duty Business Judgment Rule Business Litigation Delaware General Corporation Law Enforcement Actions Exclusive Forum Fee-Shifting Hedge Funds Investment Adviser Non-Disclosure Agreement Poison Pill Revlon Standard Shareholder Litigation Shareholders

Delaware Supreme Court upholds fee-shifting provision in company bylaw, signifying a future sea change in corporate litigation

The Delaware Supreme Court, sitting en banc, has held that a Delaware corporate bylaw that requires a losing claimant to pay the legal fees and expenses of the defendants is not invalid per se, and if otherwise enforceable...more

5/23/2014 - Attorney's Fees Bylaws Fee-Shifting Statutes Shareholder Litigation Shareholders

Delaware Court of Chancery - no fiduciary breach, although directors engaged in unfair process: four key takeaways

While management and the preferred stockholders of Trados, Inc. received all of the merger consideration in an end-stage transaction and the common stockholders received nothing, the Delaware Court of Chancery has found that...more

8/27/2013 - Board of Directors Breach of Duty Common Stock Fiduciary Duty Mergers Shareholders Unfair Labor Practices

Delaware Amends Its LLC Act: Managers And Controllers Owe Fiduciary Duties Unless LLC Agreement Provides Otherwise

Effective August 1, 2013, the Delaware General Assembly has amended Section 18-1104 of the Delaware Limited Liability Company Act to provide that, unless the limited liability company agreement says otherwise, the managers...more

8/23/2013 - Delaware Limited Liability Company Act Fiduciary Duty Fund Managers

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