Effective January 1, 2024, the Financial Crimes Enforcement Network’s (FinCEN’s) final rule under the Corporate Transparency Act (CTA) will require certain companies to file a report with FinCEN. ...more
In Parseghian v. Frequency Therapeutics, Inc., the Delaware Court of Chancery dismissed a complaint for failure to state a claim as to Count II, which alleged that defendant Lucchino (the CEO of Frequency Therapeutics)...more
In Evans v. Avande, Inc., C.A. No. 2018-0454-LWW (Del. Ch. June 9, 2022), the Delaware Court of Chancery found that a health care services company did not have to pay legal expenses for its former CEO, who had ultimately been...more
On June 28, 2021, the Delaware Supreme Court reversed a ruling of the Court of Chancery which found that an otherwise “entirely fair” transaction undertaken for an “inequitable purpose” did not trigger fiduciary liability for...more
The 2021 amendments to the Delaware General Corporation Law (the DGCL), the Delaware Revised Uniform Partnership Act (the DRUPA), the Delaware Revised Uniform Limited Partnership Act (the DRULPA), and the Delaware Limited...more
Companies that do not follow corporate formalities and accepted bookkeeping practices may be more susceptible to an expansion of the types or forms of records they have to make available—namely email communications— to...more
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
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
Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more
1/23/2017
/ Acquisitions ,
Advancement ,
Anti-Reliance Clauses ,
Appraisal ,
Bad Faith ,
Board of Directors ,
Business Valuations ,
Buyers ,
Commercial Bankruptcy ,
Contract Terms ,
Corporate Dissolution ,
Corporate Officers ,
Credibility ,
DE Supreme Court ,
Delaware General Corporation Law ,
Delaware Limited Liability Company Act ,
Delegation Doctrine ,
Demand Futility ,
Derivative Suit ,
Directors ,
Disclaimers ,
Duty of Loyalty ,
Entire Fairness Standard ,
Fiduciary Duty ,
Independent Audits ,
Inherent Authority ,
LLC Agreements ,
Mergers ,
Pleadings ,
Public Policy ,
Reaffirmation ,
Sellers ,
Stock Prices ,
Valuation ,
Witness Statements
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
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
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
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
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 ,
Indemnification ,
Limited Liability Company (LLC) ,
Litigation Fees & Costs ,
Merger Agreements ,
Nexus ,
Target Company
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
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
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
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
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
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
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
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