Director Independence Analysis Refined
Sabrina M. Hendershot In a rare reversal of a Court of Chancery decision, the Delaware Supreme Court revived a pension […]
Bargaining Away Fiduciary Duty: Considering Partnership Agreements After Kinder Morgan
Donald Huddler The recent Dole and Kinder Morgan Court of Chancery opinions highlight the differing roles of fiduciary duties in […]
Chancery Court Issues Discretionary Remedy to Dole Shareholders in Fraud
Brandon Harper In an August 27, 2015 Chancery Court opinion, Vice Chancellor Laster awarded shareholders of Dole Food Company damages […]
Amendments to DGCL Sections 204 and 205: Another Example of How Delaware Does Corporate Law Best
Jacob Fedechko The recent amendments to 8 Del. C. §§ 204, 205 are prime examples of how the Delaware legislature […]
In El Paso the Court of Chancery Found that the Modification of Fiduciary Duties Does Not Grant carte blanche
Thibaut Lesure This decision comes as a reminder that even though a limited partnership agreement may eliminate, expand or limit […]
Proposed Financial Firm Tax
Brian J. King On January 17, 2015, President Obama, in a White House press release, proposed a “7 basis point […]
Direct Mktg. Ass’n v. Brohl: A Temporary Win for On-Line Retailers
Adam Young In a recent decision, Direct Mktg. Ass’n v. Brohl, the United States Supreme Court held that the Tax […]
Proposed Forum Selection Amendment Reinforces Boilermakers, Spells Waterworks for City of Providence and, As Always, Delaware Prevails
Kyle Wu In the beginning, there was New Jersey. New Jersey dominated the corporate law world at the turn of […]
Miramar Police Officers’ Retirement Plan v. Murdoch: Not Bound By The Past
Justin Forcier On April 7, 2015, Chancellor Bouchard issued an opinion holding that a subsidiary corporation is not bound by […]
Material or Not: Can Failure to Disclose Under S-K Item 303 Give Rise to a Fraud Class Action?
Sabrina M. Hendershot A new question has arisen in the realm of securities litigation: does an alleged failure to make […]
The Corporate Law Background of the Necessary and Proper Clause: A Synopsis and Practical Effect
Candice I. Walker What exactly does the phrase “necessary and proper” mean as it pertains to Article I, Section 8 […]
Amendments to Delaware’s Public Benefit Corporation Statute
John Gentile In 2013, Delaware adopted legislation permitting the formation of “public benefit corporations.” Delaware joined the growing number of […]
Accelerated Arbitration Rejuvenation: State Passes the Delaware Rapid Arbitration Act
Alexander Bonder Besieged by legal obstacles, Delaware’s alternative dispute resolution method for business matters, 10 Del. C. § 349, came […]
Proposed Amendments to Delaware’s Appraisal Statute: How Much Do They Matter?
Jacob Fedechko Delaware appraisal litigation has been receiving its fair share of attention from commentators and the judiciary. Now it […]
Tax Avoidance Trends Among Multinational Enterprises: An Examination of Intellectual Property Transaction and Corporate Income Tax Avoidance
Brian J. King It is no secret that large multinational enterprises (“MNEs”), a large percentage of which are Delaware corporate entities, have […]
3M Cogent Appraisal Litigation—Stock Based Compensation as a Factor in the Discounted Cash Flow Analysis—Parsons’s Side of the Table
Alex Faris In mid-2013, Vice Chancellor Donald F. Parsons issued an opinion regarding the fair value of Cogent, which was acquired […]
Stock-Based Compensation as a Cash Expense in Appraisal Rights Litigation
John Gentile Appraisal rights litigation has been steadily rising in both the number of petitions filed and the dollar amounts […]
Appraisal “Arbitrage”: Give It Another Name, But Let It Continue
Thomas H. Kramer Two recent decisions from the Court of Chancery of Delaware have generated calls for legislative action to […]
Putting a Stop to Appraisal Arbitrage
William J. Burton In two recent opinions, the Delaware Court of Chancery wrestled with an important question regarding appraisal litigation. […]
RadioShack: Only the Relevant Survive
Michael Van Gorder and Tara C. Pakrouh On February 5, 2015, RadioShack Corporation (“RadioShack”), along with several of its affiliates, […]
Lehman Brothers Holdings, Inc. v. Spanish Broadcasting Systems, Inc.: Anything You Don’t Say or Do May Be Used Against You
Tara C. Pakrouh In a recent order, the Delaware Supreme Court affirmed a Delaware Court of Chancery determination that Lehman […]