What Exactly Are Advance Notice Bylaws?
Delaware General Corporation Law (DGCL) Section 211(d) provides the statutory framework for advance notice bylaws. Advance notice bylaws are an optional set of bylaw provisions...more
What Steps Does a Board Need to Take to Ratify a Defective Corporate Act?
1. Draft a Resolution. For each act that needs ratification, the resolution must include: (a) the defective act, (b) the date the act...more
At a Glance -
This guide outlines some of the basics about preparing for and conducting an annual stockholder meeting of a Delaware corporation....more
Twenty-four years ago, the Delaware Supreme Court clarified that de novo review was the appropriate standard of review for the Court of Chancery’s dismissal of a derivative case for failure to plead demand futility. Brehm v....more
Icahn Partners, LP, et al. v. Francis deSouza, et al. and Illumina, Inc., C.A. No. 2023-1045-PAF, order (Del. Ch. Feb. 19, 2024) -
Under Delaware law, corporate directors, who bear responsibility for managing the company...more
As Kahn v. M&F Worldwide Corp. (MFW) establishes, the Business Judgment Rule must be applied to a transaction involving a controlling shareholder, if the deal is conditioned upon the approval of: (1) an independent special...more
In City Pension Fund for Firefighters and Police Officers in the City of Miami v. The Trade Desk, Inc., et al., the Delaware Court of Chancery dismissed the plaintiff’s challenge to a transaction that extended the controlling...more
Revlon Duties Generally Described -
The sale of a company or other change of control situations give rise to Revlon duties, requiring a company’s board to take reasonable steps to obtain the best price available for the...more
How does Delaware law define a controlling stockholder?
Typically, a stockholder is “controlling” if the stockholder owns more than 50% of the voting power in a corporation or “exercises control over the business affairs...more
What should our board do first when served with a stockholder demand under Rule 23.1?
• Directors must determine the legal, financial and factual issues relevant to the board’s response. ...more
What duties apply to directors?
In managing and controlling a company’s business and affairs, directors and officers of a Delaware corporation owe the simultaneous fiduciary obligations of acting with due care and loyalty...more
What is a books and records demand?
Under Delaware General Corporation Law Section 220, stockholders have the right to inspect corporate records. Strict compliance with the statute is mandatory....more
“Substantially all” is defined as “[A] determination of whether there is a sale of substantially all assets so as to trigger section 271 depends upon the particular qualitative and quantitative characteristics of the...more
A common maxim under Delaware law is that “inequitable action does not become permissible simply because it is legally possible.” Schnell v. Christ-Craft Indus., Inc., 285 A.2d 437, 439 (Del. 1971). Consistent with that,...more
Gross v. Biogen Inc., C.A. No. 2020-0096-PAF (Del. Ch. Apr. 14, 2021).
On October 11, 2016, plaintiff Melvin Gross, served the first of four books-and-records demands on defendant Biogen Inc., under DGCL Section 220. Mr....more