The recently published “The Friedman Essay and the True Purpose of the Business Corporation” defends a view of stakeholder governance that reflects the following two basic flaws...more
On June 18, 2019, in Marchand v. Barnhill, the Delaware Supreme Court, in an opinion written by Chief Justice Leo E. Strine, Jr. on behalf of a unanimous court, issued a decision reversing the Court of Chancery’s dismissal of...more
6/21/2019
/ Board of Directors ,
Breach of Duty ,
DE Supreme Court ,
Derivative Suit ,
Dismissals ,
Duty of Care ,
Duty of Loyalty ,
Fiduciary Duty ,
Food Manufacturers ,
Good Faith ,
Independent Director ,
Listeria ,
Oversight Duties ,
Pre-Suit Notice ,
Product Recalls ,
Reversal ,
Shareholder Litigation
On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more
12/22/2018
/ Acquisitions ,
Best Efforts Clauses ,
Breach of Contract ,
Buyers ,
Contract Negotiations ,
Contract Termination ,
Contract Terms ,
DE Supreme Court ,
Hell or High Water Clauses ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Reaffirmation ,
Remedies ,
Representations and Warranties ,
Sellers