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Delaware Supreme Court Redefines Contractual Good-Faith Standard and Cautions Limited Partners That Their Obligations Under the...

Brinckerhoff v. Enbridge Energy Company Inc., Del. Supr., No. 273, 2016 (Mar. 20, 2017; revised Mar. 28, 2017) is the fifth opinion issued by the Delaware courts relating to the joint venture between Enbridge, Inc....more

Delaware Court of Chancery Addresses Fee-Shifting Bylaws and Raises the Question of whether Fee-Shifting Could Be Plausible by a...

In 2015, the Delaware General Corporation Law (“DGCL”) was amended to prohibit Delaware corporations from adopting bylaws that imposed liability on a stockholder for the attorneys’ fees or expenses of the corporation or any...more

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

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

Delaware Law Updates – Freedom of Contract in LLC Structure Is Not Absolute Where Parties Seek Bankruptcy Relief

In re Intervention Energy Holdings, LLC, Case No. 16-11247 (D. Del. June 3, 2016), the Bankruptcy Court for the District of Delaware dealt with the issue of whether a Delaware LLC lacked authority to file a Chapter 11...more

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

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

Delaware Law Updates - FdG Logistics LLC v. A&R Logistics Holdings, Inc., C.A. No. 9706-CB (Del. Ch. Feb. 23, 2016)

Anti-reliance disclaimer by buyer in M&A transaction: Delaware law enforces clauses which identify the specific information on which a party has relied and foreclose reliance on other information - Upon the consummation...more

Delaware Law Updates - PECO Logistics, LLC v. Walnut Investment Partners, L.P.

Drafting LLC Agreements for Undesirable Outcomes: Sophisticated investor holds a “put right” but has no basis to challenge valuation on the units that are being “put.” A Delaware Court of Chancery opinion addresses a...more

New Pennsylvania Law to Simplify Entity Transactions

Pennsylvania’s new Entity Transactions Law is expected to streamline the process of effecting certain fundamental changes or change of control transactions. Effective July 1, 2015, companies doing, or wishing to conduct,...more

New Delaware Law Invalidates “Fee-shifting” and Validates "Forum-selection" Provisions

Prohibition on Fee-Shifting Provisions - The legislation signed into law last week responds to the Delaware Supreme Court’s decision in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) in which the Court...more

A Key Reminder to Directors of Delaware Corporations When Granting Equity Awards under an Equity Incentive Plan

Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which...more

Amendments to Delaware General Corporation Law Allow Delaware Corporations to Ratify Defective Corporate Acts

Effective April 1, 2014, the Delaware General Corporation Law (“DGCL”) has been amended to include new Sections 204 and 205 that will provide Delaware corporations with an avenue to cure certain defective corporate acts,...more

How and Why Your Team Is Everything (And Other Essentials for Startup Success...)

The multi-faceted answer to our question: over the years working with entrepreneurs and inventors, what have you seen as an essential attribute to startup success?...more

2/14/2014  /  Legal Perspectives , Startups

Valid and Enforceable: Delaware Corporation Bylaws With Forum Selection Clauses

The Delaware Court of Chancery, in Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013), has ruled that forum selection bylaws, bylaws providing for litigation to be in a...more

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