News & Analysis as of

Board of Directors Personal Jurisdiction

Allen Matkins

Does Delaware Have Personal Jurisdiction Over Controlling Stockholders?

Allen Matkins on

Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press.  Tornetta v. Musk, 2024 WL...more

Morris James LLP

Chancery Rules That Moving Situs of Trust to Delaware Supports Personal Jurisdiction Under the State’s Long-Arm Statute

Morris James LLP on

Harris v. Harris, C.A. No. 2019-0736-JTL (Del. Ch. Jan. 12, 2023) - Three children filed suit against their mother and her associates, alleging they had seized control of a family-owned corporation and engaged in...more

Allen Matkins

Why Is McDonald's Former V.P. Being Judged In Delaware By Delaware Law?

Allen Matkins on

Vice Chancellor J. Travis Laster's recently ruled that McDonald's Corporation's former Executive Vice President and Global Chief People Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by...more

Allen Matkins

Will Mallory Doom Delaware's Officer Exculpation Statute And Its Corporate Hegemony?

Allen Matkins on

Last summer, Delaware amended Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty...more

Allen Matkins

Court Finds No Personal Jurisdiction Over Foreign Director Of California Corporation

Allen Matkins on

Frank Hemm, a citizen of Switzerland, served on the board of directors of Rodo Medical, Inc., a California corporation.  He was also an executive of Institut Straumann AG, a Swiss corporation and investor in Rodo.   Mr. Hemm...more

Dechert LLP

Delaware Court of Chancery Rules Controlling Stockholder Gave Implied Consent to Personal Jurisdiction in Delaware on Basis of...

Dechert LLP on

In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more

A&O Shearman

Delaware Court Of Chancery Finds Implicit Consent To Jurisdiction By A Foreign Controlling Stockholder In Connection With The...

A&O Shearman on

On March 15, 2019, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery declined to dismiss a derivative suit brought by minority stockholders of Pilgrim’s Pride Corporation (the “Company”) against the Company’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

California to Require Inclusion of Female Directors at Public Corporations Based in the State

California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30,...more

Pillsbury Winthrop Shaw Pittman LLP

Developments in Association Law 2017 – 2018

A review of key legal developments at the federal and state levels for nonprofit organizations - Federal government and private antitrust enforcement continues against nonprofits. ...more

Miles & Stockbridge P.C.

Maryland Appellate Courts to Hear Important Maryland Corporate Law Appeals

On Friday, October 7, 2016, the Court of Appeals of Maryland and the Maryland Court of Special Appeals will each hold oral argument in appeals with implications for Maryland corporations and their directors. In Oliveira v....more

Morris James LLP

Delaware Supreme Court Clarifies Director/Officer Implied Consent Statute and Rejects Hana Ranch

Morris James LLP on

Rejecting the Court of Chancery’s narrow reading of the director/officer implied consent statute in Hana Ranch, Inc. v. Lent, 424 A.2d 28, 30 (Del. Ch. 1980), an interpretation that had been followed by lower courts for...more

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