Morris James LLP

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500 Delaware Avenue
Suite 1500
Wilmington, DE 19801-1494, United States
Phone: 302-888-6800
Fax: 302-571-1750
Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Bankruptcy
  • Business Organizations
  • Civil Rights
  • Class Action
  • Commercial Law & Contracts
  • Construction Law
  • Debtor/Creditor
  • Education
  • Energy & Utilities
  • Environmental Law
  • Family Law
  • Finance & Banking
  • Government
  • Health
  • Insurance
  • Intellectual Property
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Personal Injury
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
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Locations
Other U.S. Locations
  • Delaware
Other Countries
Number of Attorneys
50-100 Attorneys

Looking Back on 2015: The 6 Most Important eDiscovery Cases in Delaware - Part 4

This is the fourth in a series of posts summarizing the six most important eDiscovery cases in Delaware in 2015. Medicalgorithmics S.A. v. AMI Monitoring, Inc., C.A. No. 10948-CB, Oral Argument on Defendants’ Motion…more
 /  Electronic Discovery

Stockholder Vote Enjoined Over Banker's Financial Interest in Merger

Investment bankers play a central role in the exploration, evaluation, selection and implementation of strategic alternatives for Delaware companies. To enable stockholders to carefully assess how much weight to give an…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts, Finance & Banking, Mergers & Acquisitions

Where Is Delaware Corporate Litigation Going?

Litigation involving Delaware corporate law is undergoing major changes. Some commentators predict that Delaware will cease to be the favored forum for M&A litigation. While we disagree with that forecast, it is important to…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts

Court of Chancery Applies Ratification To Equity Grants Under Stockholder Approved Plan

Stockholder approval of an equity compensation plan may or may not constitute ratification over awards to the directors under the plan. When it does, the Court of Chancery will review challenges under the business judgment…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts

Court Of Chancery Denies Corwin Defense

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
 /  Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts

Court Gives Great Weight to Pre-Merger Negotiations in Interpreting an Ambiguous Contract

Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements…more
 /  Commercial Law & Contracts, Mergers & Acquisitions

Del. Justices Award Attorney Fees Under Promissory Note Fee-Shifting Provisions

Persuaded by the arguments of the appellant noteholders, the Delaware Supreme Court ruled that two fee-shifting provisions in the promissory notes entitled them to recover attorney fees the noteholders incurred filing suit to…more
 /  Civil Procedure, Commercial Law & Contracts

Court Of Chancery Explains Effect Of Notice Bylaw Violation

This is an interesting decision even if only because it is so well written and deals with an unusual family corporation. Its legal significance is that it explains that a vote taken in violation of a bylaw requiring notice is…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts

Court Of Chancery Rejects Vague Demand Excusal Allegations

This is an interesting decision because it applies the rules for determining when a derivative plaintiff, in the LLC context, has sufficiently alleged that pre-suit demand on the board would have been futile…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Delaware Supreme Court Issues New Standards Governing Master Limited Partnership Cases

Agreements for limited partnerships, in particular for publicly-traded master limited partnerships, are notoriously complicated and often hard to understand, so much so that two of the state’s judges co-wrote a detailed article…more
 /  Civil Procedure, Commercial Law & Contracts

Court of Chancery Enjoins Transaction Pending Clearer Disclosure of Banker’s Conflicts

A board must disclose all information material to the stockholder vote for a transaction. Moreover, disclosures may be inadequate when they are buried in various places in a lengthy proxy statement. One piece of material…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts, Securities Law

The Perils of Advancement

There is perhaps one single obligation that most aggravates corporate boards of directors: Paying your opponent's legal fees when you are convinced he has done you wrong. How then is that not just possible, but a regular…more
 /  Civil Procedure, Commercial Law & Contracts

Delaware Insider: Delaware Supreme Court Precludes Fraudulent Inducement of LLC Agreement and Employment Agreement as Defense in Advancement Proceeding

In the corporate context, Delaware has long recognized a public policy in favor of both indemnification and advancement. “Indemnification encourages corporate service by capable individuals by protecting their personal financial…more
 /  Civil Procedure, Commercial Law & Contracts

Court Of Chancery Explains Discovery Objections

For some time now, the Court of Chancery has told litigants that objections to documents requests should be specific, not generic and boilerplate. This decision thoroughly addresses the case law on this issue, with numerous…more
 /  Civil Procedure, Commercial Law & Contracts, Electronic Discovery

The Court of Chancery Examines Indemnification Requirements

This officer indemnification case arises out of one of the more sordid tales to appear in a Court of Chancery opinion and a later Delaware Supreme Court affirmance. This opinion, however, focuses on the less titillating but…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts
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