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Court Of Chancery Explains Fiduciary Duty Of Preferred Stockholders’ Directors

by Morris James LLP on

This decision is a primer on most of the major issues in Delaware corporate law. However, what it is most likely to be remembered for is its explanation of the duties that directors have to the enterprise as a whole, even...more

Court Of Chancery Limits Creditor Standing

by Morris James LLP on

This decision holds that a creditor lacks standing to bring breach of fiduciary duty claims arising out of the management of an LLC. Of course, creditors are better served by drafting the loan documents to protect their...more

Court Of Chancery Explains Limits Of The Dual Claims Rule

by Morris James LLP on

Under the well-known Brinckerhoff decision, a claim may be both a direct claim and a derivative claim. When that occurs the complaint need not comply with Rule 32.1 demand requirements. This decision points out that...more

Withdraw a Dissolution Claim? Not So Fast

by Farrell Fritz, P.C. on

Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily...more

Navigating Yates Memo Minefield and Broadening of Excess Side-A DIC D&O Insurance Policies

by Perkins Coie on

Former Deputy Attorney General Sally Yates issued a memorandum (the Yates Memo) in September 2015 setting forth guidance on how the U.S. Department of Justice would handle future corporate investigations and, to the extent...more

Business Divorce Nation: Five States, Five Cases

by Farrell Fritz, P.C. on

It’s true that the statutory and common-law rules at play in business divorce cases can vary widely from state to state. But it’s also true that court decisions in one state can influence courts in other states, and can...more

4 Business Cases to Follow in the Supreme Court’s Spring Term

by Bennett Jones LLP on

The Supreme Court of Canada’s spring term begins on April 18. This term has a lot of interesting criminal cases, but only a few that may be interesting to the business community...more

Court Of Chancery Denies Corwin Defense

by Morris James LLP on

This is a significant decision because it is the first to find that a stockholder vote did not invoke business judgment review under Corwin because the vote was coerced and not fully informed. Under Corwin, a transaction...more

Delaware Supreme Court Determines "Reasonable Best Efforts" Provisions Impose Affirmative Obligations, But Affirms Chancery...

by Shearman & Sterling LLP on

On March 23, 2017, the Supreme Court of Delaware affirmed the Court of Chancery’s denial of an injunction sought by plaintiff The Williams Companies, Inc. to prevent defendant Energy Transfer Equity, L.P. from terminating a...more

First Published Opinion From New Business Court Judge Conrad

by Brooks Pierce on

Business Court Judges don't have to issue written Opinions in cases granting Preliminary Injunctions. (G.S. § 7A-45.3 limits the obligation to issue a written Opinion to rulings rendered per NCRCP 12, 56, 59, and 60). ...more

Delaware Supreme Court Reverses Dismissal Of LPA Breach Claims, Holding General Exculpatory Provisions Did Not Preclude Claims For...

by Shearman & Sterling LLP on

On March 20, 2017, the Supreme Court of Delaware reversed the Court of Chancery’s dismissal of a lawsuit challenging a transaction between affiliated entities. Brinckerhoff v. Enbridge Energy Co., No. 273, 2016 (Del. Mar....more

Non-Use Agreement Need Not Precede Disclosure of Confidential Information

A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more

SEC and Activist Investors Reach Settlement over Disclosure Violations

by Dechert LLP on

The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more

Delaware Law Updates – Pleading Breach of the Implied Covenant of Good Faith and Fair Dealing in the Publicly Traded Master...

by McCarter & English, LLP on

In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery[1] and held that the common unitholder plaintiff’s complaint properly stated a claim...more

Delaware Superior Court Explains Liability Of Signatory To Contract

by Morris James LLP on

This is an excellent review of when a signatory to a contract might be personally liable notwithstanding that he claims to have only signed in a representative capacity. Hint: contractual references to the signatory separate...more

Court Of Chancery Holds That Wrong Forward Looking Statement Insufficient To Support Records Inspection

by Morris James LLP on

It is not enough that certain forward-looking statements failed to come true to justify requiring an inspection of corporate records. More evidence of wrongdoing is needed if your inspection is based on a theory of...more

Delaware Court of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote to Remove Directors in Violation of 8 Del....

In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017) (Glasscock, V.C.), the Delaware Court of Chancery granted plaintiff’s motion for summary judgment on a declaratory relief claim and held that 8...more

"Key Developments in Delaware Corporation Law in 2016"

Significant changes in Delaware merger litigation and settlement practice in 2016, as well as noteworthy case law developments and trends, will continue to affect merger parties and litigants in 2017 and beyond....more

Choice of Entity and Key Contents of Organization Documents

by Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

What Can the Business Community Expect from a Trump Administration

by Rumberger Kirk & Caldwell on

As Donald Trump’s administration takes shape, the business community stands watch expecting a business-friendly White House. Trump’s promises of fewer regulations and lower taxes have small and large businesses alike feeling...more

Alternative Duties for Alternative Entities: High Court Allows LLC and LLP Managers to Limit or Waive Fiduciary Duties

by Pierce Atwood LLP on

The nation’s leading forum for business and shareholder disputes recently confirmed that alternative entities such as limited liability companies (LLCs), limited partnerships (LPs) and master limited partnerships (MLPs) can...more

Home Depot Evades Shareholder’s Derivative Suit for 2014 Data Breach

by BakerHostetler on

Public companies that are proactively working to mitigate “cyber” risks and prepare to respond to potential incidents frequently ask whether a “breach” will lead to litigation, loss of customers, stock price decline, and...more

Court Of Chancery Summarizes Law On Reliance Disclaimers

by Morris James LLP on

Large commercial contracts frequently try to limit a buyer’s remedies for any extra-contractual misrepresentations by the seller. Many Delaware decisions deal with disclaimers of extra-contractual representations and this...more

Delaware Supreme Court Rejects Fraud Defense To Advancement

by Morris James LLP on

Delaware strongly protects a party’s right to advancement of attorney’s fees. This decision holds that a claim of fraudulent inducement cannot be asserted as a defense in a contractual advancement case even when the fraud is...more

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

by McCarter & English, LLP on

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

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