Making the Lawyer-Client Relationship Work in Challenging Litigation – Speaking of Litigation Video Podcast
Prelude to the Business Court and 15th Court of Appeals: More Questions Than Answers | Tyler Talbert | Texas Appellate Law Podcast
Navigating Corporate Divorce With Michael Einbinder
Business Courts and Other Highlights of the 88th Texas Legislature | Jerry Bullard | Texas Appellate Law Podcast
Tips for Developing an AI Framework
Counterclaims and Counterpunching to a Lawsuit – Speaking of Litigation Podcast
What to do When Your Business Has Been Sued
How can an emergency injunction save your business?
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Webcast: Understanding and Defending State Consumer Protection Actions
Paths to Dispute Resolution
SullCrom Sees Litigation Boom Despite Waning Credit Crisis
Section 220 demands are a commonly used tool for stockholders to gain access to a company’s books and records. Although this provision of the Delaware General Corporation Law vests stockholders with a right of access thereto,...more
In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of...more
The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more
Delaware’s Supreme Court unanimously rejected challenges by stockholders of two corporations who argued the respective companies invalidly adopted exculpatory charter provisions without giving each class of stock a separate...more
Recently, in Colon v. Bumble, the Delaware Court of Chancery held that certain provisions in the charter of Bumble, Inc. (Bumble), which contemplated that each share of stock carried either one vote or 10 votes depending upon...more
A trade secret dispute between the co-founders of Rival Games, an international online gaming platform, highlights the critical role that trade secrets and trademarks play in the success of these platforms. As alluded in the...more
One of the first questions we receive from founders who are ready to legally form a company is where they should incorporate. The conventional wisdom is that for most companies intending to obtain outside financing, Delaware...more
Last November, I questioned whether the Supreme Court's decision in Mallory v. Norfolk Southern Railway Co. would endanger Delaware's corporate hegemony. The issue in that case was the constitutionality of Pennsylvania's...more
In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more
When two or more people become owners of a limited liability company and embody their relationship in an operating agreement, they usually see sunshine and rainbows in their future. They have an idea, they have a corporate...more
One of the earliest signs that a closely-held business is headed for divorce lies in how its owners treat new opportunities. When the relationship among the owners reaches a certain level of distrust, an owner presented with...more
The legal concept of “conflicts of laws” is difficult, to say the least, confounding even seasoned litigators and judges, with bulky treatises and entire law school classes devoted to the subject....more
In a recent decision, the Ninth Circuit split with a Seventh Circuit decision on the enforceability of exclusive forum provisions contained in a Delaware corporation’s certificate of incorporation or bylaws as to derivative...more
In 2008, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery — one of the many intellectual giants and gifted writers who’ve occupied seats on that bench — published an article in the Delaware Journal of...more
Case law involving limited liability companies (LLCs) is rapidly evolving. Some states, most notably Delaware, permit LLCs to limit or eliminate liability for breaches of fiduciary duty by an LLC’s members or managers. Other...more
A limited partnership without a general partner cannot lawfully continue. That’s why it’s critical that the limited partnership agreement thoughtfully address general partner succession and, when triggered, the agreement’s...more
Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more
Where does your company want to be sued? Of course, the obvious answer is “nowhere.” But in this litigious country that is not realistic. However, to a large extent, companies can chose the forum to decide claims made against...more
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
In the recent DGCL Section 220 books and records decision of The City of Cambridge Retirement System v. Universal Health Services, Inc., C.A. No. 2017-0322-SG (Del. Ch. Oct. 12, 2017), the Court of Chancery considered the...more
In the corporate context, Delaware has long recognized a public policy in favor of both indemnification and advancement. “Indemnification encourages corporate service by capable individuals by protecting their personal...more
When asked to choose the lead plaintiff and class counsel, the Court of Chancery applies the well-known Hirt factors. As this decision demonstrates, the Court also will place some significant weight on which of the competing...more
It is not enough that certain forward-looking statements failed to come true to justify requiring an inspection of corporate records. More evidence of wrongdoing is needed if your inspection is based on a theory of...more