Philip Amoa

Philip Amoa

McCarter & English, LLP

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Latest Publications


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

2/6/2017 - Attorney's Fees Breach of Duty Bylaws Declaratory Relief Delaware General Corporation Law Exclusive Forum Fee-Shifting Fiduciary Duty

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 – 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 – 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

7/21/2016 - Chapter 11 Commercial Bankruptcy Consent Debtors Limited Liability Company (LLC) LLC Agreements Public Policy Unenforceable Contract Terms

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

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

3/10/2016 - Anti-Reliance Clauses Disclaimers Fraud Indemnification Merger Agreements Private Equity Firms Representations and Warranties

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

2/26/2016 - Acquisitions Fair Market Value Judicial Review LLC Agreements Preferred Shares Valuation

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

7/14/2015 - Board of Directors Corporate Conversions Corporate Entities Corporate Governance Investors Limited Liability Company (LLC) New Legislation Reorganizations Startups

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

7/7/2015 - Attorney's Fees Breach of Duty Bylaws Controlling Stockholders Corporate Charters Corporate Governance DE Supreme Court Fee-Shifting Fiduciary Duty Forum Selection New Legislation Privately Held Corporations Shareholder Litigation Stock Corporations

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

6/5/2015 - Board of Directors Breach of Duty Business Judgment Rule Compensation Committee Directors Equity Compensation Executive Compensation Fairness Standard Fiduciary Duty Incentive Compensation Ratification Restricted Stocks Shareholder Votes Standard of Review

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

4/7/2014 - Corporate Governance Defective Corporate Acts Stocks

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

7/23/2013 - Bylaws Forum Forum Selection Forum Shopping Jurisdiction Multidistrict Litigation

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