Civil Conspiracy as Basis of Jurisdiction Is Alive and Well
In Benihana of Tokyo, Inc. v Benihana, Inc., Vice Chancellor Parsons on February 4, 2005 applied the civil conspiracy basis of jurisdiction over a foreign corporation based on the action taken in Delaware by another corporation that allegedly acted as … Continue reading
Recent Delaware Chancery Court Decision Clarifies Shareholders’ Rights to Books and Records
This post is based on an article by Francis Pileggi and Bernard Conaway that appeared in The Delaware Law Weekly. Section 220 of the Delaware General Corporation Law gives a shareholder the right to inspect certain books and records of … Continue reading
Recent Delaware Supreme Court Decision Clarifies
The independence of a member of the board of directors of a company has always been an important issue under Delaware law, but the issue has gained increasing national importance based on the recent requirements for the New York Stock … Continue reading
Chancery Court Reviews Board’s Duties in Light of Lock-up Provision
In the recent case of Orman v. Cullman, the Court of Chancery on October 20, 2004 denied a claim that the Board of Directors of General Cigar Holdings impermissibly coerced the shareholders to vote for a merger because of a … Continue reading
Justice Scalia Clarifies Standards for Recusal
On March 18, 2004, United States Supreme Court Justice Antonin Scalia issued a memorandum that explained the reasons why he was denying a motion that he recuse himself. In that memorandum, Justice Scalia clarified the standards of recusal for justices … Continue reading
Dissolution of an LLC
In Haley v. Talcott, Del. Ch., No. 098-S (Dec. 16, 2004), the Delaware Chancery Court addressed a relatively uncharted area of LLC law. Namely, forced dissolution of an LLC. The court noted that the statute only provides for forced dissolution … Continue reading
Congress Passes New Ethics Rule for Lawyers
On July 25, 2002, the United States Congress passed, and on July 30, 2002, President Bush signed, the Sarbanes-Oxley Act of 2002 which is a broad ranging effort to impose additional responsibility and penalties regarding the conduct of officers and … Continue reading
Recent Ohio Decision Clarifies Conflict of Interest Rule for Matters
In a decision that clarifies the confidentiality and loyalty underpinnings of the conflict of interest principles in Ohio’s version of Rule 5-105 of the Code of Professional Responsibility, the United States District Court for the Northern District of Ohio very … Continue reading
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