John Reed

John Reed

DLA Piper

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Important Delaware Supreme Court ruling on use of charter provision to seek preliminary dismissal – 3 key takeaways

In a decision jointly resolving two appeals - In re Cornerstone Therapeutics Inc. Stockholder Litigation and Leal v. Meeks - the Delaware Supreme Court clarified seemingly conflicting Delaware case law. The decision sought to...more

5/22/2015 - Appeals Breach of Duty Burden of Proof Controlling Stockholders DE Supreme Court Exculpatory Clauses Fairness Standard Fiduciary Duty Independent Director Mergers Shareholder Litigation

Delaware court of chancery issues significant ruling on the ability of creditors to assert fiduciary duty claims against...

In Quadrant Structured Products Co. v. Vertin, 2015 WL 2062115 (Del. Ch. May 4, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) announced a bright-line standard governing the threshold inquiry of when...more

5/21/2015 - Balance Sheets Board of Directors Business Judgment Rule Creditors Derivative Suit Fiduciary Duty GAAP Insolvency Shareholders Standing

General partner to pay $171 million for special committee’s failure to act in good faith: 2 key takeaways

In In re El Paso Pipeline Partners, L.P. Derivative Litigation, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) issued a post-trial opinion finding that the general...more

5/21/2015 - Breach of Duty Corporate Counsel Damages El Paso Pipeline Fiduciary Liability General Partner Good Faith Limited Partnerships Oil & Gas Parent Corporation Sale of Assets Special Committees

The new global arbitration advantage: the Delaware Rapid Arbitration Act

The State of Delaware is offering something new for parties that would rather arbitrate than litigate in a public courtroom - and its offering has global reach. The Delaware Court of Chancery and the Delaware Supreme...more

5/19/2015 - Arbitration Business Disputes Corporate Counsel DE Supreme Court Delaware Rapid Arbitration Act

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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