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Twitter v. Musk: Will the Court of Chancery Break New Ground in Delaware Corporate Law?

By: Margaret K. Ryder, Evan Brown, Demetrius Davis, Austin R. Niggebrugge, and Katherine R. WelchAdditional Research: Megan Hartshorn      […]

36th Pileggi

Professor J.S. Nelson Delivers 36th Annual Francis G. Pileggi Distinguished Lecture in Corporate Law

By : Clifford R. Wood, Jr., Delaware Journal of Corporate Law Volume 47 Web Editor & Evan Brown, Delaware Journal […]

Business Judgment Rule Saves Vaxart, Inc. in the Wake of the COVID-19 Pandemic

By: Kaitlyn Sibley On December 1, 2021, the Delaware Court of Chancery dismissed the majority of claims against the small […]

Commodity or Currency: Interpreting U.S. Bankruptcy Courts and Code Approach to Cryptocurrency Classification

By: Christopher Donnelly Cryptocurrency is “any form of currency that only exists digitally, that usually has no central issuing or regulating […]

On Whether Kellogg’s Could Have Permanently Replaced Participants in the 2021 Strike

By Julian Benson-Reid In late 2021, workers for Kellogg’s went on strike in several plants.[1] One of the newsworthy headlines that […]

Acquisitions During COVID-19: The Natural Immunity of the Ordinary Course Covenant

By: Lauren Hartnett Along with health and safety concerns, the COVID-19 pandemic brought with it a lot of uncertainty nationwide. […]

Transformative Use After Google v. Oracle

By: Terisa Shoremount In 2021, the United States Supreme Court held that Google’s copying of JAVA SE’s declaring code was […]

Part 1: Shifting the Securities Regulation Paradigm from Reactive to Proactive Regulation.

By: James English A current shift in technology is presenting an opportunity for a drastic improvement in securities regulation. Instead […]

Boy Scouts of America Chapter 11 Bankruptcy in the U.S. Bankruptcy Court in Delaware

By Derek Brandt The Boy Scouts of America (“BSA”) is a non-profit organization[1] that provides youth character and leadership development.[2] […]

Waiver of Appraisal Rights as Held in Manti Holdings, LLC V. Authentix Acquisition Co., Inc.

By: Alexa DeAnnuntis In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Delaware Supreme Court affirmed the use of […]

Who’s to Blame? A Predictive Analysis of Live Nation’s Legal Liability Following the Astroworld Tragedy

By Shira Freiman[*] NRG Park in Houston, Texas served as a space where unthinkable tragedy unfolded on Friday, November 5th, […]

Delaware Rejects Corporations’ Pleas For Attorney’s Fees And Enforces American Rule On Fee-Shifting

By: Shelby Bingaman In December 2021, the Delaware Supreme Court affirmed the 2020 decision of Vice Chancellor Glasscock, denying private […]

Delaware Chancery Rule 23.1: When Demand On A Board Is Excused In A Stockholder Derivative Action

By: Julie Jopp Recently, the Delaware Court of Chancery clarified the requirement under Chancery Rule 23.1 in a decision issued […]

Boeing Shareholder Settlement Following 737 Max Crashes

By: Julia Baranov        Earlier in 2021, Boeing’s shareholders filed a lawsuit against the board of directors following […]

Cryptocurrencies in the Courts of Delaware

By: Charles Park The popularity of cryptocurrencies in the last decade have been well-noted in the media, most notably due […]

Where Environmental Law and International Law Collide

By: Marie Dickson Generally, international law typically overrides state law.  “[T]he modern view is that customary international law in the […]

Informational Vacuums & Revlon–How GE Escaped Liability

By: Alex DiRienzo In 2016, the GE and Baker Hughes merger (“BHGE”) changed how oil and gas activities are completed […]

You’re Just Too Toxic: Analyzing DuPont’s PER- and Polyfluoroalkyl Substances (PFAS) 2021 Settlement

By: Melissa Rheinstadter After the years of litigation following the DuPont – Chemours spin-off, “PFAS” and “PFOA” gained significant attention […]

Liability v. Liberty: Corporations and Covid Vaccine Mandates

By: Dan Mackrides The COVID-19 pandemic places American Corporations in an unenviable position.  Labor shortages[1], supply chain issues[2], and inflation[3] […]

Corporate Spin-Off: What is it and How Johnson & Johnson is Handling Their Version of a Spin-Off

By: Evan Brown Introduction Corporate spin-offs allow a parent company to break off into two separate structures, known as a […]

Pioneering Microtransaction Regulations in the State Regulatory Scheme: Keeping the First State First

By: Dante S. Pavan, Editor-in-Chief, Vol. 47 Since Murphy v. NCAA held prohibitions to state authorization and licensing of sports […]

Reinforcing Board-Level Obligations Under Caremark

By: Alberto M. Longo Regarded as “possibly the most difficult theory in corporation law upon which a plaintiff might hope […]

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

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

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

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

The Economic Costs of COVID-19

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

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

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

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

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

Shareholders Demand Climate Disclosures In 2020

Shareholders Demand Climate Disclosures In 2020

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

DJCL

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

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

trademark symbol

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

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

Bankruptcy

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

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

The Importance of Operating Agreements in Significant Transactions

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

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

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

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

Delaware’s Voluntary Certification of Sustainability Law

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

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

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

Discovery Facilitators

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

34TH ANNUAL FRANCIS G. PILEGGI DISTINGUISHED LECTURE IN LAW

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

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

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

The 2018 Amendments to DGCL § 262

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

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

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

The Materiality of Opinions: Appel v. Berkman

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

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

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

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

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

Plaintiff’s Counsel Learned a Lesson

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

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

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

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

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

“Red Flags” and the Duty of Oversight

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

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

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

Direct and Derivative Claims in El Paso v. Brinckerhoff

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

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

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

Post-Close Disclosure Claims in Nguyen v. Barrett

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

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

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

Annual Review of Key Delaware Corporate and Commercial Decisions

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

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

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

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

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

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

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

Calesa Associates: Recognizing an Anomaly of Corporate Law Pleadings

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Impact of Obergefell on Employee Benefits in Delaware

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

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

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

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

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

Considerations in Implementing Country-by-Country Reporting

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

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

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

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

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

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

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

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 […]