News & Analysis as of

Delaware General Corporation Law

Professor Bainbridge Precises Corporate Philanthropy

by Allen Matkins on

Earlier this week, UCLA Law School Professor Stephen Bainbridge precised the question of corporate philanthropy. He notes “Virtually all states have adopted statutes specifically granting corporations the power to make...more

The SEC Wants To Know What’s Next For Blockchain: Are You Keeping Up?

On October 12, 2017, the United States Securities and Exchange Commission’s Investor Advisory Committee met to discuss Blockchain technology and its impact on the securities industry....more

Delaware Court Of Chancery Imposes Incorporation-By-Reference Condition On Section 220 Production, Consistent With Other Recent...

by Shearman & Sterling LLP on

On October 12, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery agreed to impose an “incorporation-by-reference” condition on any production by Universal Health Services, Inc. (“UHS”) in response to a...more

A Member By Any Other Name . . . May Have Access to LLC Books and Records

by Farrell Fritz, P.C. on

I’ve said it before, I’ll say it again: for professionals who dwell in the world of LLCs, whether as transactional, tax, or litigation counsel, attending the annual, two-day LLC Institute, sponsored by the LLCs, Partnerships...more

Court of Chancery Imposes Incorporation By Reference Condition On Books and Records Production

by Morris James LLP on

The City Of Cambridge Retirement System v. Universal Health Services Inc., C.A. No. 2017-0322-SG (Oct. 12, 2017) - A stockholder may inspect a corporation’s records for any recognized proper purpose, including...more

Incorporation Condition In Confidentiality Agreement Upheld In Books And Records Action

by Fox Rothschild LLP on

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

What Can’t be Cured, Must be Endured: Delaware Limits Defective Corporate Act Ratification

by Farrell Fritz, P.C. on

A recent Delaware Chancery Court decision provides important guidance on what types of defective corporate acts may be ratified under Section 204 of the Delaware General Corporation Law (the “DGCL”), and what types may not....more

Alleged Illegal Strategy Disclosed in 10-K Excuses Demand in Suit against Directors

The Delaware Court of Chancery decision in Kandell v. Niv is based on highly unusual facts but aids in the understanding of some basic elements of the fiduciary duties of directors under Delaware law. In that case FXCM,...more

Delaware Special Litigation Committee Review “Could Stand A Good Tweaking”

by Allen Matkins on

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court’s decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware’s Zapata Corp. v. Maldonado, 430 A.2d 779 (Del....more

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Nevada Precedes Delaware In Blockchain Legislation

by Allen Matkins on

On July 21, 2017, Delaware’s 74th Governor, John Carney, signed SB 69 into law. This legislation amended various provisions of Delaware’s General Corporation Law (Title 8, Delaware Code) ostensibly to establish express...more

Corporate and Financial Weekly Digest - Volume XII, Issue 34

SEC/CORPORATE - NYSE Issues Proposed Amendment to Limit Issuance of Material News After Market Close - On August 18, the New York Stock Exchange (NYSE) issued a proposed amendment to Section 202.06 of the NYSE Listed...more

Delaware Law Updates: 2017 Year To Date Review

by McCarter & English, LLP on

Our Delaware Corporate and Alternative Entity Law attorneys closely follow the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2017 Year to Date Review is a collection of brief summaries of selected...more

Delaware Encourages Use of “Blockchain” Technology for Corporate Recordkeeping

Amendments to the Delaware General Corporation Law (“DGCL”) allowing for the use of “distributed ledgers”, or “Blockchain” technology, for corporate recordkeeping, including stock ledgers, became effective on August 1, 2017....more

Unchained: Delaware Authorizes Blockchain Technology for Corporate Records

by Farrell Fritz, P.C. on

On August 1, 2017, Delaware became the first state to allow corporations to record issuances, transfers and ownership of stock using blockchain technology. The amendments were passed by the Delaware State Senate and House of...more

Two Delaware Decisions Make Statutory Appraisal a Less Attractive Remedy

During the past several weeks, the Delaware Supreme Court and the Delaware Court of Chancery have issued two opinions, ACP Master, Ltd. v. Clearwire Corporation and DFC Global Corporation v. Muirfield Value Partners, L.P.,...more

Delaware Law Changes Method To Record Stockholders

by Roetzel & Andress on

Delaware is known for being a trailblazer in the area of corporate law. In keeping with tradition, Delaware is the first state to formally recognize the ability of a corporation to record stockholder transactions using...more

Curing Corporate Missteps Under Delaware Corporate Law

by Fox Rothschild LLP on

As every founder knows, starting and scaling a company is an extremely difficult and multi-faceted undertaking. In addition to the primary goals of developing a viable product, finding (and in some cases building from...more

Delaware Becomes the First State to Allow Corporations to Maintain Corporate Records Using Blockchain Technology

by Jones Day on

On August 1, 2017, Delaware became the first state to allow corporations to use blockchain technology to maintain corporate records. This development comes almost a year after Vice Chancellor J. Travis Laster of the Delaware...more

Blockchain's Steady March to Legitimacy

by White & Case LLP on

Four separate events during the second half of July signal that virtual currency and blockchain are steadily becoming part of mainstream financial services. The interconnected histories of Bitcoin (the most common virtual...more

Delaware Blockchain Law Goes into Effect

by Morgan Lewis on

On August 1, 2017, Delaware’s historic blockchain law became effective. The Delaware General Corporation Law (DGCL) has always required corporations to keep records of their stock and stockholders. Before this new law was...more

Delaware Authorizes Stocks on Blockchain

On July 21st, Delaware Governor John Carney Jr. signed SB 69 into law. SB 69 amends the Delaware General Corporation Law (“DGCL”) to explicitly authorize the use of distributed ledger technology in the administration of...more

Delaware Encourages Blockchain Technology Through Legal and Technological Innovations

by Pepper Hamilton LLP on

On July 21, Delaware governor John C. Carney Jr. signed into law a series of amendments to the Delaware General Corporation Law (DGCL) that will allow companies to keep shareholder information on blockchain technology-based...more

WSGR Fintech Update - August 2017

Wilson Sonsini Goodrich & Rosati is pleased to present the August 2017 issue of the WSGR Fintech Update. This latest edition features an article on the State of Delaware's amendments to permit Delaware corporations to use...more

Delaware Law Embraces Digital Securities

by Perkins Coie on

On May 2, 2016, during a keynote address at Consensus 2016, Jack Markell – Governor of Delaware from 2009 to 2017 – announced a comprehensive program to provide an enabling regulatory and legal environment for the development...more

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