Business Organization Civil Procedure

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:
News & Analysis as of

Locke Lord QuickStudy: The Broader Lesson of the El Paso Pipeline Decision

Alternative entities, such as limited partnerships and limited liability companies, have an advantage over corporations because of the greater flexibility to define the terms of the arrangement by contract. ...more

Hampton v. Turner, C.A. No. 8963-VCN (Del. Ch. Apr. 29, 2015) (Noble, V.C.)

In a letter opinion analyzing how provisions of a limited liability company operating agreement fit together, the Court of Chancery denied defendants’ motion for summary judgment as to plaintiffs’ claim for judicial...more

Commercial Division Practice Continues to Shift Towards Federal Standards with Four Proposed Rule Changes

The Commercial Division Rules are once again the subject of several proposed amendments, as detailed below. While these proposals are not as far-reaching as some of the rule changes enacted in 2014, they nonetheless raise...more

Will Delaware’s Fee-Shifting Bylaw Bill Be A Boon To Other States?

Late last week, Senate Bill 75 was introduced in Delaware. This bill is in part a reaction to the Delaware Supreme Court’s holding in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) upholding as facially...more

"Fairness of Director Awards Granted Under Market-Standard Equity Plans Comes Under Increased Scrutiny"

A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more

Court Of Chancery Explains Creditor’s Right To File Fiduciary Duty Claims

While it is generally known that creditors may only file derivative suits when the company is insolvent, there have been many open issues about what exactly that means. This decision answers many of those questions by...more

Court Sorts Out California RULLCA Transition Muddle

Monday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015).  That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary...more

Upper Tribunal Decision in Samarkand and Proteus

The long-awaited Upper Tribunal Decision in the Samarkand and Proteus case has been published. The case relates to statutory sale and leaseback partnerships with partners claiming losses under the film acquisition relief...more

Court Of Chancery Again Accepts Merger Price In An Appraisal

This decision is another in a line of recent appraisal cases where the Court of Chancery has relied on the merger price to set the “fair value” of the stock involved. ...more

Court Of Chancery Applies Garner In 220 Case

This is an important Section 220 decision for at least two reasons. First, it holds that the personal records of non-employee directors do not need to be produced in a Section 220 case, at least on the facts presented here. ...more

A Change in the Weather Brings More Changes to the New York Commercial Division Rules

The Commercial Division Rules are once again the subject of several proposed amendments, as detailed below. While these proposals are not as far-reaching as some of the rule changes enacted in 2014, they nonetheless raise...more

Court Of Chancery Explains Limits Of Ratification Defense

This decision reviews the history of the effect of stockholder ratification on director compensation. Briefly, stockholder ratification will cause the compensation to be subject to the business judgment standard of review...more

Don’t Forget Your Corporate Formalities … It’ll Cost You

Many individuals believe that it is easy to protect themselves in starting a business by simply setting up a new corporation or LLC. But it is important that shareholders or members abide by corporate formalities. Even the...more

Dismissal Of Involuntary Dissolution Action Pulls The Plug On Corporate Buy Out

Sometimes, shareholders are divided on whether a corporation should live or die. In these cases, the California Corporations Code provides an option that allows for the continued existence of a corporation. In any action...more

Attorney-Client Privilege Might Die With Your Company

If you have ever been involved in litigation relating to a defunct company, then you know that problems such as who will serve as the Rule 30(b)(6) representative and who will verify the answers to interrogatories or provide...more

Director Equity Grants Subject to Entire Fairness Review

In Valma v. Templeton et al, the Delaware Court of Chancery held that grants of restricted stock units, or RSUs, to directors of Citrix Systems, Inc. were subject to an entire fairness standard of review. The court found...more

Washington Court of Appeals: No Transactional Nexus Requirement or Dissociation for Washington B&O Tax

On April 29, 2015, the Washington Court of Appeals issued an important tax decision in Avnet, Inc. v. Washington Department of Revenue, Dkt. No. 45108-5-II. In its most significant holding, the court of appeals effectively...more

Court Of Chancery Permits Equitable Dissolution

In this precedent-setting decision, the Court upholds the right of an assignee of an LLC interest to petition for its dissolution....more

Louisiana Court Rejects Imposition Of Franchise Tax Based On Ownership Of Partnership Interest

The Louisiana Court of Appeal reversed and remanded Bridges v. Polychim USA, Inc., No. 581,759 (La. Jud. Dist. Ct. Jan. 2, 2014) (unpublished), a case in which the trial court held that an out-of-state corporation was subject...more

Court Of Chancery Permits Records Inspection Despite Dubious Claim

While the test for books and records inspection to check on possible wrongdoing is very liberal, it is not without its limits. This decision permits inspection, if limited, even when the alleged wrongdoing is at the level of...more

It’s All About the Process: Lessons from Delaware Court on MLP’s Conflicts Committee Approval

On April 20, 2015, the Delaware Court of Chancery issued a post-trial opinion in the case In Re: El Paso Pipeline Partners L.P. (C.A. No. 7141-VCL), finding El Paso Pipeline GP Company LLC, the general partner (GP) of El Paso...more

Don’t Sit on Your Hands: Intervene at OHA If the NAICS Code Matters to You

A recent decision from the Federal Circuit clarified whether the Court of Federal Claims (“COFC”) has jurisdiction to review the selection of North American Industry Classification System (“NAICS”) codes and reminded small...more

Obligations Under Earn-Outs Are Limited to What the Words Say

The stockholders of Cyveillance, Inc., sold their company for $40 million up-front and a $40 million earn-out if the company’s revenues reached a certain level. Section 5.4 of the merger agreement prohibited the buyer from...more

NC Business Court: What Part Of Disqualification Do You Not Understand?

You will all recall the Business Court's disqualification of a law firm from representing its longtime client, in Kingsdown Inc. v. Hinshaw, 2015 NCBC 27. Now there is a second chapter to the disqualification, which came in...more

Delaware Chancery Awards Investors $171 Million

On April 20, 2015, the Delaware Court of Chancery issued a decision awarding $171 million in damages to the common unitholders of a limited partnership against its general partner in connection with a “dropdown” transaction. ...more

1,241 Results
|
View per page
Page: of 50

Follow Business Organization Updates on:

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name.
×