News & Analysis as of

Delaware General Corporation Law

Blockchain Technology May Enable Tracing in Securities Act Litigation

Blockchain technology is creating an ecosystem designed to accommodate peer-to-peer transactions without a trusted administrator or intermediary. On a blockchain platform, direct transactions are underpinned by blockchain's...more

Business Judgment or Entire Fairness: The Meaning of Delaware’s Interested Director Statute

Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with the approval an asset acquisition at an...more

SEC Reporting & Compliance and Corporate Governance Series

On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more

Financial Regulatory Observer - February 2018: The year of blockchain: Global legal framework begins to take form

by White & Case LLP on

Virtual currency and blockchain (VC&B) technology are becoming an important component of the global financial system. Although VC&B were founded on a non-governmental philosophy, the technology is steadily gaining legitimacy....more

Delaware Court Of Chancery Rejects Challenge To Books And Records Demand, Holding That Evidence From Qui Tam Action Demonstrated...

by Shearman & Sterling LLP on

On February 28, 2018, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery granted stockholders’ Section 220 demand to inspect the books and records of UnitedHealth Group Inc. (“UnitedHealth”) in order...more

Chancery Grants Books And Records Demand

by Fox Rothschild LLP on

In the recent decision of In re UnitedHealth Group, Inc. Section 220 Litig., C.A. No. 2017-0681-TMR (Del. Ch. Feb. 28, 2018), the Court of Chancery granted plaintiff’s Section 220 demand. The Court found that allegations...more

Delaware Court Of Chancery Applies Dell And DFC To Find "Fair Value" Of Widely Traded Company With No Controlling Stockholder Is...

by Shearman & Sterling LLP on

On January 26, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled in a post-trial opinion that the thirty-day average unaffected market price was the best evidence of the fair value of Aruba...more

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

by Jackson Walker on

Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more

Delaware Corporation Headquartered In Utah Agrees To Buy Assets Of Another Delaware Corporation For Cash, So Why Does California...

by Allen Matkins on, Inc. is an on-line retailer with its principal executive offices located in Midvale, Utah. Earlier this month, announced that it had agreed to buy the assets of Houserie, Inc. Both companies are...more

Delaware Court of Chancery Issues Important Decisions Addressing Stockholder Agreements

The Delaware Court of Chancery recently issued two important decisions addressing the interpretation and effects of stockholders' agreements. In Schroeder v. Buhannic, the Court of Chancery refused to interpret a...more

The Safety Net of Delaware

by Zuckerman Spaeder LLP on

Companies want to attract talented leadership, and protections for officers and directors against lawsuits can be part of the total package. This is one reason why many businesses incorporate in Delaware—Delaware law...more

Where Do You Want to Be Sued?

by Morris James LLP on

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

2017 Delaware Corporate Law and Litigation Year In Review

In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...more

Delaware Court Of Chancery Grants Books And Records Demand, Holding That Corwin Is Irrelevant To Section 220 Proceedings

by Shearman & Sterling LLP on

On December 29, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted a stockholder’s demand to inspect books and records related to the acquisition of West Corporation (“West”) by Apollo...more

“You’re Not Fully Clean”: § 220 Inspection Demands Under Corwin

by Shearman & Sterling LLP on

On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly...more

What California Lawyers May Learn From This Delaware Case

by Allen Matkins on

Shortly before leaving Delaware's Court of Chancery in 2015, Vice Chancellor Donald F. Parsons issued a decision that is widely known for the conclusion that Section 205 of the Delaware General Corporation Law does not...more

Come Now, Venue Is Not A Forum

by Allen Matkins on

At the end of last year, a plaintiff filed a verified class action in the Delaware Court of Chancery seeking a judgment declaring invalid provisions included in the certificates of incorporation of three different companies...more

Delaware Supreme Court Clarifies Significance of Deal Price in Appraisal Cases

• For the second time in 2017, the Delaware Supreme Court reversed a Chancery Court’s decision to assign little or no weight to deal price in appraisal cases • In both cases, the court remained firm in its decision not to...more

Delaware Supreme Court Reverses Court of Chancery’s Dell Appraisal Decision; Suggests that Deal Price Was the Best Evidence of the...

by Ropes & Gray LLP on

In Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et al., the Delaware Supreme Court reversed and remanded the Court of Chancery’s valuation of Dell in an appraisal case arising from the 2013 management buyout...more

Delaware Supreme Court Issues Important Opinion in Dell Appraisal Case

On December 14, 2017, the Delaware Supreme Court issued its much-anticipated opinion in the Dell appraisal case, Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., affirming in part, and reversing in part, the...more

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

by Polsinelli on

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

Court Of Chancery Explains Basis For Inspection Of Alleged Wrongdoing

by Morris James LLP on

Silverberg v. ATC Healthcare Inc., C.A. 2017-0242-JRS (December 5, 2017) - While the standard to win the right to inspect corporate records to investigate alleged wrongdoing is a lenient one, it is still not enough to just...more

Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

Court Of Appeal Finds No Right To Jury In Shareholder Class Action

by Allen Matkins on

In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have...more

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