CorpCast Episode 8: The Controlling Stockholder
From Behind the Bribe: The Sharp End of Compliance
Strong Market Outlook Drives Growth of Philippine Companies
Why do we have to go to mediation?
FCPA Compliance and Ethics Report-Episode 178-Ben Locwin on Risk Assessments
Do I need an expert witness in my case?
Marketing to Millennials
CorpCast Episode 7: Better Know a Judge: the Honorable Mary M. Johnston of the Delaware Superior Court
Top Three Cybersecurity Misconceptions
Preparing a Company to Deal With Activist Investors
How can someone prepare for the first meeting with an attorney?
CorpCast Episode 6: A Brief Introduction to the Delaware Rapid Arbitration Act
The Intersection of Cyber and D&O Coverage
Talking PTAB with Bob Steinberg
Is Private/Non-Profit D&O Coverage Under Priced?
CorpCast Episode 5: The eDiscovery Big Picture
BakerHostetler Attorneys James Mastracchio and Jay Nanavati Discuss Global Tax Enforcement
Richard Bistrong Weighs in on the FIFA Scandal and Takedowns
Meritas Capability Webinar - Avoiding Common Mistakes Companies Make When Operating a Business Aircraft
FCPA Compliance and Ethics Report-Episode 161-Gini Dietrich on how to create a MasterClass
The public comments on the Ontario Securities Commission (OSC)’s proposed whistleblower program (Program) evidence considerable concern that the Program could undermine issuers’ internal reporting and compliance programs,...more
Advancement and indemnification rights provide directors and officers of Delaware corporations comfort when accepting positions that often lead to being named in litigation. However, once the interests of the executive and...more
There has been considerable interest over the last year about whether a fee-shifting provision in the charter or bylaws of a Delaware corporation is enforceable. On Thursday, June 11, 2015, the Delaware House of...more
In this opinion, the Court of Chancery granted in part and denied in part respondent’s motion to dismiss a petition to dissolve Carlisle Etcetera LLC (“Carlisle”). Notably, the Court recognized a cause of action for...more
In This Issue:
- How Safe are the Bankruptcy Code Safe Harbors?
- Stockton’s Chapter 9 Plan Approval
- Delaware Chancery Court Clarifies Fiduciary Duties of Insolvent Corporation Directors in Derivative...more
In In re El Paso Pipeline Partners, L.P. Derivative Litigation, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) issued a post-trial opinion finding that the general...more
- SC19116, SC19150 - Brennan v. Brennan Associates.
- SC19116, SC19150 Dissent - Brennan v. Brennan Associates.
In a prior appeal decision, the court upheld the judicial disassociation (forceful removal) of the...more
It is well known that a GST/HST-registered person can purchase certain types of commercial real property without paying GST/HST to the vendor. ...more
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
Current Delaware law permits a Delaware corporation to adopt a bylaw specifying an exclusive forum other than Delaware to litigate intra-corporate disputes, so long as there is a logical connection between the forum selected...more
The Corporation Law Section of the Delaware State Bar Association has approved, in substantially the form proposed by the Delaware Corporate Council, amendments to the General Corporation Law of the State of Delaware (DGCL)...more
On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more
QUESTION: I purchased assets from a receiver. The court approved the sale over the objection of one of the defendants. The sale has now closed. I was just informed that the defendant is appealing the order approving the sale....more
The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more
Consider the following scenario: You represent a foreign corporation in a breach of contract action in Pennsylvania state court. Your client is seeking substantial damages for unpaid widgets that it shipped to the defendant...more
Relief granted to people who were previously subject to personal liability for unpaid tax debts of corporations and other entities should be applied retroactively to existing and future tax assessments, after the Michigan...more
In this memorandum opinion, the Court of Chancery exercised its powers under 8 Del. C. § 205 to resolve various disputes regarding the capital structure of two corporations, Numoda Corporation (“Numoda Corp.”) and Numoda...more
The Supreme Court of Canada recently addressed the issue of the enforceability of restrictive covenants where the purchaser of a business offered employment to the business’s previous owners (Payette v Guay Inc. 2013 SCC 45)....more
As part of the annual update cycle for Delaware’s General Corporations Law (DGCL), the Delaware Bar has returned to last year’s controversy on fee-shifting provisions in bylaws and certificates of incorporation to propose,...more
A recent Delaware opinion, In Re Numoda Corporation Shareholders Litigation, decided on January 30, 2015, appears to be the first opinion to resolve questions under the new Delaware statutes, Sections 204 and 205, which...more
The $5.9 billion Doral Bank (San Juan, Puerto Rico), a wholly owned subsidiary of Doral Financial Corporation (Coral Gables, Florida), was closed by the Office of the Commissioner of Financial Institutions of Puerto Rico, on...more
In this memorandum opinion, the Court of Chancery denied plaintiffs’ motion for a preliminary injunction and held that a provision in a partnership agreement imposing a higher voting threshold with respect to certain mergers...more
On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL...more
A topic of considerable controversy within the corporate community over the past two months has been the possibility of adopting a "fee-shifting" provision in the bylaws of Delaware corporations. Depending on how it is...more
Recently, there has been some unusual excitement in the corporate bar in Delaware after the Supreme Court of Delaware held that a nonstock corporation could adopt a bylaw requiring a losing plaintiff in a lawsuit involving...more
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