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Delaware Court of Chancery Extends Business Judgment Deference to Controller-Driven Stock Reclassification Transaction

Recent Delaware court decisions have underscored the value of procedural safeguards in controlling stockholder transactions—which, at least when involving minority freeze-outs, historically were subject to entire fairness...more

Delaware Court of Chancery Rejects Lawyer-Driven Stockholder Books and Records Demand in Wilkinson v. Schulman

Stockholder books and records demands are investigatory tools that often are a prelude to litigation directed at corporate fiduciaries. In rejecting a stockholder books and records demand, the Delaware Court of Chancery...more

Further Clarification from Delaware Supreme Court on Deal Price in Statutory Appraisal Actions

The Delaware Supreme Court offered further guidance this week on the weight to be accorded a negotiated deal price in the context of shareholder appraisal litigation, which of course is important to businesses and counsel...more

Supermajority Director Removal Bylaw Is Unlawful

The Delaware Court of Chancery recently invalidated a bylaw that required a supermajority vote of at least two-thirds of all outstanding shares to remove a director because it was inconsistent with the Delaware General...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

Assessing New Risks in Letters of Intent - Delaware Supreme Court Creates Increased Exposure by Recognizing a Duty to Negotiate in...

Prior to entering into a definitive commercial agreement, parties often enter into a letter of intent, a term sheet or a memorandum of understanding (a preliminary agreement). Some of the provisions in the preliminary...more

Delaware Court of Chancery to Increase Scrutiny of Disclosure Settlements

The Delaware Court of Chancery has made its strongest statement yet in the ongoing conversation about shareholder “disclosure settlements,” i.e., settlements in which the sole or primary consideration received by shareholders...more

Corruption and the Closing Table: How Much Diligence is Due?

It is 2016 (almost). We all have heard about corruption – outrageous tales of money changing hands to enable access to new markets in under-regulated parts of the world, or payments for access to foreign ports, expediting the...more

New Delaware Decision Strikes Bylaw Empowering Stockholders to Remove Officers

In a case of first impression, the Delaware Court of Chancery recently struck down a provision contained in the bylaws of a Delaware corporation authorizing the corporation’s stockholders to remove a corporate officer (in the...more

UPDATE: Significant Amendments to Delaware General Corporation Law Enacted, Become Effective August 1st

Delaware Senate Bill 75 (“SB 75”) was approved by the House of Representatives on June 11, 2015 and signed into law by Delaware Governor Jack Markell on June 25. The new law enacts two very significant changes to the Delaware...more

Significant Amendments to Delaware General Corporation Law

Those affiliated with or representing a Delaware business entity – in particular, a Delaware corporation – should be mindful of several significant proposed amendments to the Delaware General Corporation Law ("DGCL"), which,...more

Delaware Court of Chancery Confirms: There Is No Such Thing as Delaware Local Counsel

In its recent ruling on James v. National Financial LLC, Delaware's prestigious Court of Chancery reiterated the obligations to the Court of both Delaware and out-of-state counsels' obligations to the Court (Delaware...more

Breaking: Chancery Court Issues Decision on Claims Against Independent Directors in Controlling Stockholder Transactions

Delaware decisional law on entire fairness review of controlling shareholder transactions has been complicated in part by the subtle distinction between facially disinterested directors (who are liable only where a specific,...more

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