Delaware General Corporation Law

News & Analysis as of

Dell Shareholders' Appraisal Claims Denied After Voting Mishap

In July 2015, the Delaware Court of Chancery issued an opinion in In re Appraisal of Dell, Consol. C.A. No. 9322-VCL, holding that the technical missteps of a custodial bank necessarily required the court to deny certain...more

Your daily dose of financial news The Brief – 5.24.16

Tribune’s not only given a hard “no” to Gannett, but it’s got some new firepower (and capital) on its side thanks to a $70.5 million investment by Nant Capital—a group “founded by Patrick Soon-Shiong, a billionaire who has...more

Cybersecurity, Boards and Cyber-Board “Experts”: Caution Should Rule

A continuing frequent question from public companies is how a board should be constituted to oversee cybersecurity. Many public companies foist this additional burden on the audit committee. Those large enough to have a...more

Your Next IPO Could Be on the Blockchain

Delaware’s corporate law blockchain initiative includes a new class of “distributed ledger shares” and promises to lower transactional costs, speed up and automate manual processes, and reduce fraud. The public and...more

2016 Mergers and Acquisitions Helpful Checklists

The M&A short checklist has been update for 2016 information. Please see full Checklist below for more information. ...more

Delaware Supreme Court: No General Jurisdiction Over Non-Delaware Businesses Simply by Virtue of Registering to Do Business in...

Merely registering to do business in Delaware does not subject a non-Delaware company to the general jurisdiction of Delaware courts. In Genuine Parts Company v. Cepec, Delaware Supreme Court Chief Justice Leo E....more

Delaware Law Updates - Delaware law on advancement of fees incurred by former officers and directors

In a recent Delaware Court of Chancery case - Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG - Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery took on a “familiar” issue with a “twist”:...more

Delaware Supreme Court Rules that Qualifying to Do Business as a Foreign Entity Does Not Operate as a Consent to General...

On April 18, 2016 the Delaware Supreme Court, in a 4-1 decision, held that a foreign corporation does not expressly consent to general jurisdiction by merely registering to do business in the state and appointing an agent for...more

Why Some Delaware Corporations Will Want To Waive This California Statute

In yesterday’s post, I commented on a recent ruling by former Vice Chancellor John W. Noble to the effect that “Delaware disclosure law which generally does not require disclosures to shareholders unless shareholder action is...more

Why Some Delaware Corporations Should Be Careful About Relying On This Vice Chancellor’s Ruling

Francis Pileggi in his Delaware Corporate & Commercial Litigation Blog recently wrote that there is no per se duty on the part of a closely held company to disclose financial statements. In The Ravenswood Investment Company,...more

Filing an ANDA May Expose Generic Manufacturers to Nationwide Personal Jurisdiction in Patent Infringement Suits

On March 18, 2016, the Federal Circuit affirmed the District of Delaware’s ruling in two companion cases that West Virginia-based defendant Mylan Pharmaceuticals is subject to specific personal jurisdiction in Delaware....more

Authorizing, Issuing and Diluting Shares

This is a short post to help explain how many shares of stock your company needs to have available to issue, limitations and requirements related to issuance (I’m also using the word “issue” instead of “sell” – if we say...more

Is The Delaware General Corporation Law Really A Modern Corporate Law?

I often hear it said that Delaware has a modern corporate law. In reading a recently filed proxy statement, for example, I came across the following assertion...more

Proposed Amendments Further Improve DGCL Section 251(h)

Recently proposed amendments to Section 251(h) of the General Corporation Law of the State of Delaware (“DGCL”) will serve to clarify and further improve Section 251(h), which has had a significant impact on two-step...more

Three Questions To Ask Before Incorporating In Delaware

In the business world it was once commonly said that “no one ever was fired for buying IBM”. Given Delaware’s preeminent market share, the same thinking may underlie a recommendation to incorporate there. Before making that...more

"Proposed Delaware General Corporation Law Amendments Would Address Appraisal Proceedings, Short-Form Mergers, Court of Chancery...

On March 16, 2016, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address appraisal proceedings, Section 251(h)...more

Simply Because a Provision is in the Charter or Bylaws Does Not Necessarily Mean it is Enforceable

The recent Delaware case of In re Vaalco Energy, Inc. Stockholder Litigation (December 21, 2015) is a reminder to practitioners that provisions in the certificate of incorporation (or charter) and bylaws of a Delaware...more

When a Director May Inspect the Company's Books and Records

Section 220(d) of the Delaware General Corporation Law (DGCL) permits a director to inspect a company's books and records "for a purpose reasonably related to the director's position as a director." It is well settled under...more

What’s The Proper Interval Between Annual Meetings?

I enjoyed participating in the “Hot Issues For Your Annual Meeting” webcast yesterday. My comments were largely focused on California and Nevada corporate law. Roxanne Houtman of Potter Anderson Corroon LLP covered Delaware...more

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

Two Recent Delaware Decisions Further Illustrate The Scope Of Section 220 Discovery

Two recent Delaware Court of Chancery decisions demonstrate that narrow statutory standards continue to govern access to corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. In the...more

Is Section 141(d) Truly Oxymoronic?

Section 141(d) of the Delaware General Corporation Law provides that the directors of any corporation may “be divided into 1, 2, or 3 classes”. It’s hard to make sense of this statement. First, I don’t believe that Delaware...more

DELAWARE CORPORATE LAW AND LITIGATION: WHAT HAPPENED IN 2015 AND WHAT IT MEANS FOR YOU IN 2016

Delaware has long been known as the corporate capital of the world, and it is now the state of incorporation for 66 percent of the Fortune 500 and more than half of all companies whose securities trade on the NYSE, Nasdaq...more

Private Email Woes Infect The Private Sector

Vice Chancellor J. Travis Laster’s ruling in Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016) should sound a tocsin to directors that their “private” emails may not be so private. The ruling...more

Court Of Chancery Explains Section 115

Bonanno v. VTB Holdings Inc., C.A. 10681-VCN (February 8, 2016) - Section 115 of the Delaware General Corporation Law addresses forum selection provisions in corporate charters or bylaws....more

204 Results
|
View per page
Page: of 9
JD Supra Readers' Choice 2016 Awards

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*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. Or, sign up using your email address.
×