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Delaware

Paul Hastings LLP

Delaware Chancery Court Invalidates Moelis Shareholder Agreement

Paul Hastings LLP on

On February 23, 2024, a decision by Vice Chancellor J. Travis Laster in the Delaware Chancery Court invalidated parts of a shareholder agreement between Moelis & Company and its Chairman, Chief Executive Officer and founder,...more

Allen Matkins

Are Corporations "Rolling Down Hill, Like A Snowball Headed For . . .?"

Allen Matkins on

For Delaware, are the good times really over for good?  University of Virginia School of Law Professor Michal Barzuza fears that they might in a recently posted a draft of her upcoming article entitled "Nevada v....more

Ward and Smith, P.A.

740,000 Reasons to Think Twice Before Putting a Company in Bankruptcy

Ward and Smith, P.A. on

A recent decision from a bankruptcy court in Delaware provides a cautionary tale about the risks of involuntary bankruptcy.  In the Delaware case, the debtor managed a group of investment funds. The business was all but...more

Allen & Overy LLP

Market Check: Lessons from The Activision-Microsoft Merger

Allen & Overy LLP on

On February 29, 2024, the Delaware Court of Chancery issued an opinion on Sjunde AP-Fonden v. Activision Blizzard1 (“Opinion”) that called into question established market practices for mergers, including (i) the process for...more

Allen Matkins

Reasons To Quit Delaware Are Gettin' Bigger Each Day

Allen Matkins on

Over the last few months, I have been following the saga of the lawsuit challenging TripAdvisor's plan to change its corporate domicile from Delaware to Nevada.   The stockholders approved the proposed redomestication last...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Chancery’s Moelis II Decision Provides Cautionary Tale for Boards and Activists

On February 23, 2024, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued his 131-page decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., No. 2023-0309-JTL. The case involved a...more

Vinson & Elkins LLP

Delaware Court of Chancery Holds That Common Practice of Boards Approving Draft Merger Agreements “Needs to Check Itself”

Vinson & Elkins LLP on

A Delaware Court of Chancery opinion issued last week calls into question the common practice of corporate boards approving draft merger agreements. In AP-Fonden v. Activision Blizzard, Inc.,1 Chancellor McCormick declined to...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Validity of Stockholder Agreement-Based Restrictions over Corporate Governance Matters

On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a decision concluding that some provisions of a stockholder agreement purporting to give a large stockholder various governance...more

Allen Matkins

Does Delaware Have Personal Jurisdiction Over Controlling Stockholders?

Allen Matkins on

Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press.  Tornetta v. Musk, 2024 WL...more

Shearman & Sterling LLP

After Derivative Litigation Judgment For Defendants, Delaware Court Of Chancery Denies Application For “Mootness” Fee For...

On February 7, 2024, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion for a “mootness” fee of plaintiffs in a derivative action brought against the founder of a technology company (the...more

Levenfeld Pearlstein, LLC

Texas, Florida, and Delaware, Oh My!: An Update On 2024 & 2025 State Data Privacy Laws

The U.S. cybersecurity and data privacy law framework continues to evolve and expand rapidly. Here, we share a summary of the eight new state data privacy and security laws that will take effect in 2024 and 2025. Businesses...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Fiduciary Duty Claims Arising from Reincorporation to Nevada

On February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an opinion refusing to dismiss stockholder claims challenging the reincorporation of TripAdvisor from Delaware to Nevada and...more

Allen Matkins

What Are The Damages?

Allen Matkins on

In yesterday's post, I discussed Vice Chancellor J. Travis Laster's recent ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024).  The case concerned a challenge to the proposed redomestications of TripAdvisor,...more

Allen Matkins

Vice Chancellor Laster Rules That It Is "Reasonably Conceivable" That Nevada Provides Greater Protection Against Fiduciary...

Allen Matkins on

Last April, I wrote about a lawsuit challenging the redomestications of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc.  Yesterday, Vice Chancellor J. Travis Laster issued his ruling on the defendants' motion to...more

Jones Day

Delaware Court Applies Traditional Entire Fairness Standard to Very Large Stockholder-Approved, Performance-Based Equity Award

Jones Day on

The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Enforces Forfeiture for Competition Provision in Partnership Agreement

In Cantor Fitzgerald, L.P. v. Ainslie, No. 162, 2023, 2024 WL 315193 (Del. Jan. 29, 2024), the Delaware Supreme Court held enforceable a “forfeiture for competition” provision in a limited partnership agreement, upholding...more

Shearman & Sterling LLP

Applying Unocal, Delaware Court Of Chancery Upholds Board’s Denial Of Stockholder’s Director Nomination Notice Pursuant To Amended...

On December 28, 2023, Vice Chancellor Lori W. Will of the Delaware Court of Chancery issued a post-trial ruling upholding the decision by the board of directors of AIM Immunotech Inc. to reject a director nomination notice...more

Allen Matkins

Can The California Attorney General Enforce The Inspection Rights Of Stockholders And Directors Of Delaware Corporations?

Allen Matkins on

The California General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations.  Unexpectedly (at least to practitioners outside California), the GCL extends those rights...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Fiduciary Duty Claims in the Direct Listing Context

On February 1, 2024, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision refusing to dismiss stockholder claims against directors and officers of Coinbase Global, Inc. over their sales of...more

Jones Day

Delaware Bankruptcy Court Imputes Officer's Fraudulent Intent to Corporation in Avoidance Litigation

Jones Day on

A powerful tool afforded to a bankruptcy trustee or a chapter 11 debtor-in-possession ("DIP") is the power to recover pre-bankruptcy transfers that are avoidable under federal bankruptcy law (or sometimes state law) because...more

Skadden, Arps, Slate, Meagher & Flom LLP

Ruling: Forfeiture-for-Competition Provisions in Delaware Partnership Agreements Are Not Subject to a Reasonableness Review

On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a decision of the Delaware Court of Chancery holding that a forfeiture-for-competition provision in a partnership agreement was a...more

Mintz

Options Cancelled. Lessons from Tesla's Pay Package Dispute

Mintz on

The Delaware court striking down Elon Musk's $50B pay package will garner a lot of headlines and clicks. As a corporate lawyer, I have two key observations: 1. This case highlights the increasing importance in...more

Mintz

Delaware Court Significantly Limits the State of Delaware's Climate Change Lawsuit Against Major Fossil Fuel Companies

Mintz on

On January 9, 2024, a Delaware state court judge issued his opinion on the various motions to dismiss filed in the case brought by the State of Delaware against the major fossil fuel companies. (This case is one of...more

Troutman Pepper

Contracting Around Extrinsic Evidence in Delaware

Troutman Pepper on

In Texas Pacific Land Corp. v. Horizon Kinetics, LLC, et al., the Delaware Court of Chancery enforced a “no drafting history clause” that restricted the court’s ability to consider “the events of drafting or preparation” to...more

Allen Matkins

Is The General Counsel Ipso Facto A Corporate Officer?

Allen Matkins on

One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer".  Corporations Code Section 312(a) requires a corporation...more

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Updated: Dec 28, 2021:

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Privacy Officer
JD Supra, LLC
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Sausalito, CA 94965

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