FCPA Compliance and Ethics Report-Episode 169-the First Mailbag Issue
Homebuilder Series Webinar: Protecting Your Company From Misrepresentation Claims Through Contractual Exculpatory Clauses
In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more
In re Fox Corporation/Snap Inc. Section 242 Litigation, the Delaware Supreme Court ruled that corporations do not need to seek votes from each separate stockholder class to approve charter amendments exculpating corporate...more
Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers....more
As we transition into spring, the minds of many corporate attorneys return to the annual updates proposed to the Delaware General Corporate Law (DGCL). If the changes proposed by the Council of Corporation Law Section of the...more
In United Food & Com. Workers Union v. Zuckerberg, No. 404, 2020 (Del. Sup. Sep. 23, 2021), the Delaware Supreme Court adopted a new, three-part test for determining when a shareholder is required to make a pre-suit demand on...more
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
During economic downturns, private technology companies often seek emergency funding from existing VC and growth equity investors. These financings, sometimes called “inside rounds,” create conflicts of interest for boards...more
In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote “In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or...more