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Delaware Journal of Corporate Law

Delaware Journal of Corporate Law

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Author: sitemin

The Continued Emergence of the Sustainability Movement in Corporate Governance: Will the 2020’s Spell the End of Shareholder Primacy?

April 13, 2020September 11, 2020 sitemin

By:  Richard R. Caputo, Jr., DJCL staff member at Widener University Delaware Law School. Tracing its origins back to the […]

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Elon Musk Will Potentially Face Trial Alone in Delaware as Tesla Directors Settle

March 23, 2020March 23, 2020 sitemin

By:  Devan A. McCarrie, DJCL staff member at Widener University Delaware Law School. Elon Musk (“Musk”) is no stranger to […]

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The Economic Costs of COVID-19

March 12, 2020March 3, 2021 sitemin

By:  Shelby M. Thornton, DJCL staff member at Widener University Delaware Law School. As the new year begins, the latest […]

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Compelling a Corporate Employee Designated as a 30(b)(6) Witness to Testify at Trial Despite the Absence of Personal Knowledge

February 22, 2020November 10, 2021 sitemin

By:  Dylan R. Mathewson, DJCL staff member at Widener University Delaware Law School. The state of Delaware has been and […]

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Clarifying the Duty Under 8 Del. C. § 220, Relating to the Production of Electronically Stored Information

February 22, 2020February 22, 2020 sitemin

By:  Jillian A. (Boberick) Tyson, DJCL Bluebook Editor and Schmutz Fellow at Widener University Delaware Law School. A decision issued […]

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Shareholders Demand Climate Disclosures In 2020

Shareholders Demand Climate Disclosures In 2020

February 2, 2020February 22, 2020 sitemin

By:  Maria Kotsiras, DJCL Staff Member at Widener University Delaware Law School. A new year initiates a period of annual […]

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Two Delaware Law Professors Deliver 35th Annual Francis G. Pileggi Distinguished Lecture In Corporate Law

January 21, 2020January 21, 2020 sitemin

The Delaware Journal of Corporate Law of Widener University Delaware Law School proudly sponsored the 35th Annual Francis G. Pileggi […]

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trademark symbol

“BOOKING” Your Mark: The Potential Future of Trademark Law under United States Patent and Trademark Office v. Booking.com

January 11, 2020January 11, 2020 sitemin

By:  Colin A. Keith, DJCL Articles Editor at Widener University Delaware Law School. The field of intellectual property law is […]

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Bankruptcy

Changing the Bankruptcy Venue Statutes Would Undermine the Effectiveness of the U.S. Corporate Bankruptcy System

January 5, 2020January 11, 2020 sitemin

By:  Ryan M. Messina, CPA; DJCL External Managing Editor at Widener University Delaware Law School. As the 2020 Democratic Party […]

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The Importance of Operating Agreements in Significant Transactions

October 17, 2019January 11, 2020 sitemin

By:  Allison M. Neff, Editor-in-Chief of the Delaware Journal of Corporate Law. In the wake of the Delaware Supreme Court […]

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The Burdensome Effect of California’s Consumer Privacy Act of 2018 on Businesses

September 27, 2019January 11, 2020 sitemin

By:  T. Paul Markovits, DJCL Web Editor at Widener University Delaware Law School If you counsel businesses regarding their liability […]

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Anthem-Cigna Failed Merger, Shareholder Suit on the Way

June 5, 2019January 11, 2020 sitemin

By:  Colin A. Keith,  DJCL Articles Editor at Widener University Delaware Law School In the story of two health insurance giants, […]

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Delaware’s Voluntary Certification of Sustainability Law

April 9, 2019January 11, 2020 sitemin

By: Ashley Farrell On June 27, 2018, the Delaware Sustainability and Transparency Standards Act (the “Act”) was signed by Governor […]

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Will the Loss of the Electric Vehicle Tax Credit Lead to the Demise of Tesla?

February 21, 2019January 11, 2020 sitemin

Ryan M. Messina In 2010 the Obama administration implemented Internal Revenue Code Section 30D, a federal tax credit of up […]

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Discovery Facilitators

December 4, 2018January 11, 2020 sitemin

Alexandria J. Crouthamel Recently, the Delaware Court of Chancery decided to use a discovery facilitator in the very early stages […]

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34TH ANNUAL FRANCIS G. PILEGGI DISTINGUISHED LECTURE IN LAW

November 16, 2018January 11, 2020 sitemin

On Friday, November 2, 2018, at the Hotel DuPont in Wilmington, Delaware, Professor David A. Skeel Jr., distinguished S. Samuel Arsht […]

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No Longer an Existential Threat: Minimizing Cybersecurity Risks and Upholding Duties

September 26, 2018January 11, 2020 sitemin

Kacee Benson The World Economic Forum lists cybersecurity breach as one of the five most serious risks facing the world […]

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The 2018 Amendments to DGCL § 262

September 13, 2018January 11, 2020 sitemin

Zachary J. Schnapp On August 1, 2018, Senate Bill 180 (the “2018 Amendments”)—a technical bill proposed by the Delaware General […]

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The Tax Cut and Jobs Act: What It Means for Business

June 24, 2018January 11, 2020 sitemin

Joseph Farris Many are still digesting how the recent Congressional tax legislation, H.R. 1, also known as the Tax Cut […]

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The Materiality of Opinions: Appel v. Berkman

May 4, 2018January 11, 2020 sitemin

Colleen Degnan In Appel v. Berkman, No. 316, 2017 (Del. Feb. 20, 2018) (hereinafter “Appel”), the Delaware Supreme Court reversed […]

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The Most Difficult Theory to Prove, Remains Unproven: Don’t Bypass the Board of Directors

March 25, 2018January 11, 2020 sitemin

Adesola Adegbesan In City of Birmingham Ret. & Relief Sys. v. Good, No. 16, 2017, (Del. Dec. 15, 2017), the […]

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The Deal Price Matters: Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et. al

February 3, 2018January 11, 2020 sitemin

Jill Dolan In Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et al., No. 565, 2016, (Del. Dec. […]

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Plaintiff’s Counsel Learned a Lesson

January 17, 2018January 11, 2020 sitemin

Amanda Fedak Section 220 of the Delaware General Corporation Law, the right to demand an inspection of books and records, […]

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Break up The Deadlock or Break up Entirely—Judicial Dissolution in Cases of Deadlock

November 4, 2017January 11, 2020 sitemin

Andrew Ralli In the context of judicial dissolution, deadlock refers to the inability to make decisions and take action, such […]

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Patent Venue After TC Heartland: Finding Meaning in “Regular and Established Place of Business”

October 17, 2017January 11, 2020 sitemin

Breana Barker In TC Heartland LLC, v. Kraft Foods Group Brands LLC, the United States Supreme Court held that the […]

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“Red Flags” and the Duty of Oversight

March 15, 2017January 11, 2020 sitemin

Sarah Baker Under Delaware law, the fiduciary duty of oversight imposes several obligations on boards of directors, including the responsibility […]

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Rule 23.1: Take it to the Board or the Court, Not Both

March 1, 2017January 11, 2020 sitemin

Kevin Packer In its recent decision in Zucker v. Hassell, the Court of Chancery addressed when a shareholder can have […]

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Direct and Derivative Claims in El Paso v. Brinckerhoff

February 14, 2017January 11, 2020 sitemin

Melaina Hudack In its recent decision in El Paso v. Brinckerhoff, the Delaware Supreme Court reversed the Court of Chancery’s […]

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In re OM Group, Inc. Stockholders Litigation: The Value of a Vote

January 31, 2017January 11, 2020 sitemin

Caneel Radinson-Blasucci In its recent In re OM Group, Inc. Stockholders Litigation (“OMG”) opinion, the Court of Chancery addressed an […]

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Post-Close Disclosure Claims in Nguyen v. Barrett

January 23, 2017January 11, 2020 sitemin

John Brady Nguyen v. Barrett deals with post-close claims of breach of fiduciary duty and improper/partial disclosure arising out of […]

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Genuine Parts Requires Genuine Jurisdiction: Protecting Our Economy Through Constitutional Principles

January 18, 2017January 11, 2020 sitemin

Brittany Giusini        The Delaware Supreme Court’s recent opinion in Genuine Parts Co. v. Cepec gives clarity to long-standing personal jurisdiction principles […]

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Annual Review of Key Delaware Corporate and Commercial Decisions

January 6, 2017January 11, 2020 sitemin

Francis Pileggi  This is the twelfth year that I am providing an annual list of key Delaware corporate and commercial decisions. […]

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Rebutting Fairness in Business: A Look at In Re Books-A-Million

November 27, 2016January 11, 2020 sitemin

Lindsay Killian In its recent decision in In Re Books-A-Million, Inc. Stockholders Litigation (“BAM”), the Delaware Court of Chancery addressed […]

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The Chancery Court Strictly Adheres to the Proper Purpose Requirement in 220 Actions in Two Recent Decisions

November 14, 2016January 11, 2020 sitemin

Katelyn Tuoni Section 220 of the Delaware General Corporation Law provides a process for stockholders to request access to a […]

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Contractual Versus Statutory Rights In Books And Records Demands On Delaware Statutory Trusts

October 25, 2016January 11, 2020 sitemin

Jason Rigby In Grand Acquisition, LLC, v. Passco Indian Springs DST, the Delaware Court of Chancery determined a beneficial owner of […]

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Calesa Associates: Recognizing an Anomaly of Corporate Law Pleadings

June 3, 2016January 11, 2020 sitemin

Matthew Goeller In Calesa Associates, L.P. v. American Capital, Ltd., Vice Chancellor Glasscock denied defendants’ motion to dismiss plaintiffs’ claims alleging […]

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In re Appraisal of Dell Inc.: Eliminating the Tension Between a Share-Tracing Requirement and the Continuous Record Holder Requirement

May 23, 2016January 11, 2020 sitemin

Ashley Callaway The Delaware Chancery Court caused quite a stir with the issuance of the opinion for In re Appraisal […]

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Does the Equitable Mootness Doctrine Apply to Appeals from Chapter 7 Liquidations?

May 7, 2016January 11, 2020 sitemin

Jennifer Penberthy Buckley When implementation of a confirmed Chapter 11 plan proceeds while an appeal is pending, the District Court […]

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Section 141(k) Mandatory Prohibition of For-Cause Removal of a Declassified Board

May 3, 2016January 11, 2020 sitemin

Kendra Rodwell On December 21, 2015, in In re Vaalco Energy Shareholder Litigation, the Delaware Court of Chancery granted the […]

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One of These Things is Not Like the Other: Student Bar Loan Distinguished from Traditionally Nondischargeable Student Loan Debt

May 2, 2016January 11, 2020 sitemin

Kaitlin E. Maloney  In a recent turn of events regarding the dischargeability of student loan debt, the United States Bankruptcy […]

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Applying Omnicare and Protecting Investors Under § 11 of the ‘33 Act

April 26, 2016January 11, 2020 sitemin

Nicholas D. Picollelli, Jr. In order for a company to offer securities in interstate commerce, it must comply with the […]

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EZCorp Deems Entire Fairness Standard Appropriate When Controlling Shareholder Receives Non-Ratable Benefits

April 23, 2016January 11, 2020 sitemin

Helene Episcopo In the Court of Chancery’s recent opinion, In re EZCorp Inc. Consulting Agreement Derivative Litigation (“EZCorp”), the court […]

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In Re Trulia, Inc. Stockholder Litigation: End to Disclosure Settlements?

April 13, 2016January 11, 2020 sitemin

Erin Rogers In January 2016, the Court of Chancery issued an opinion in In re Trulia, Inc. Stockholder Litigation that […]

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The Impact of Obergefell on Employee Benefits in Delaware

April 8, 2016January 11, 2020 sitemin

Elizabeth Miosi On June 26, 2015, the United States Supreme Court issued its historic ruling in Obergefell v. Hodges, holding that the right […]

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Puerto Rican Debt Crisis: A Proposal to Amend Federal Bankruptcy Law

March 28, 2016January 11, 2020 sitemin

Ashley B. DiLiberto Puerto Rico is deeply in debt, and this United States territory is in desperate need of help.  […]

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Affordable Care Act Creates Incentives for Small Businesses to Provide Health Benefits

March 19, 2016January 11, 2020 sitemin

Samantha Darrow Osborne Recently, the Affordable Care Act (“ACA”) has substantially increased individual penalties, which create an incentive for small […]

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Considerations in Implementing Country-by-Country Reporting

February 7, 2016January 11, 2020 sitemin

John Brady Introduction On October 20, 2015, the Organization for Economic Co-operation and Development (“OECD”) released the final report on […]

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Delaware Supreme Court Finds Third-Party Advisor Liable for the Board’s Breach

January 18, 2016January 11, 2020 sitemin

Michael Laukaitis  The Delaware Supreme Court narrowly refined the Revlon analysis in RBC Capital Markets, LLC v. Jervis (“Rural Metro”). […]

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Fine-Tuning Revlon: The Consequence of Fair and Fully Informed Stockholder Votes

January 2, 2016January 11, 2020 sitemin

Nicholas D. Picollelli, Jr. In the context of strategic acquisitions, the Supreme Court of Delaware’s recent opinion in Corwin v. […]

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The U.S. Government and Corinthian Colleges, Inc.: Picking Winners and Losers

November 29, 2015January 11, 2020 sitemin

Christopher Kephart Thanks to a relatively obscure federal statute, with rules written during the Clinton administration regarding the discharge of […]

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