Controlling Shareholder May Have Breached Duty By Exploiting Control Over Other Shareholders For Its Benefit
Williamson v. Cox Communications, Inc., ( read opinion online here ).This Chancery Court case addressed whether or not two cable companies should be considered “controlling shareholders” for purposes of a transaction and if so, whether that transaction was unfair to minority shareholders … Continue reading
Covenant Not To Compete May Protect the Middleman
Elite Cleaning Company, Inc. v. Capel, ( read opinion online here ). This Chancery Court case involved a Covenant-Not-To-Compete and a claim for wages under the Federal Fair Labor Standards Act for failure to pay overtime. The plaintiff was a janitorial service. The court described … Continue reading
NJ Bans “Super Lawyer” Ads
In addition to summarizing Delaware Chancery Court and Supreme Court cases on business law matters, this blog also comments on legal ethics and e-discovery matters of interest. In that vein, I bring to your attention The Wall Street Journal’s Law … Continue reading
Supreme Court Imposes Attorneys’ Fees for Bad Faith Conduct During Litigation
In Dover Historical Society, Inc. v. City of Dover Planning Commission, (Del. Supreme, July 10, 2006) (read opinion online here ), the Delaware Supreme Court continued its tradition of enforcing high standards of conduct in litigation matters. In this case the state’s … Continue reading
Preferred Stock Rights Based on Contract Principles
Harbinger Capital Partners Master Fund I, Ltd. v. Granite Broadcasting Corporation , (read opinion online here. ) In this Chancery Court case the court held that a holder of redeemable preferred stock did not have standing to enjoin the sale of assets … Continue reading
Preferred Stock Rights Determined By Interpretation of Charter
Thoughtworks, Inc. v. SV Investment Partners LLC , (read opinion online here .) In this Chancery Court decision the court interpreted a put (right to redeem) preferred stock which was made part of the Certificate of Incorporation as protection for the risk … Continue reading
Internal Affairs Doctrine
Prof. Ribstein blogs about a California case that addresses whether insider trading claims should be covered by the corporate “internal affairs” rule or by the choice of law rule that applies to state securities claims. The internal affairs doctrine provides … Continue reading
Blogging Changes Lives
Cathy Kirkman, a Silicon Valley lawyer whose blog is called Silicon Valley Media Law, posts about a conference at which she was a panel member. The conference was reported on the front page of the San Jose Mercury News, and … Continue reading
Duties of Directors of Insolvent Subsidiary
Prof. Bainbridge blogs about the recent decision of the Bankruptcy Court for the District of Delaware regarding the duties under Delaware law of directors of an insolvent susidiary. In re Scott Acquisition Corp., 2006 WL 1731277 (Bkrtcy. D.Del. 2006). Though … Continue reading
Section 220 Demand Denied As Overly Broad
Although many DGCL Section 220 cases are summarized on this blog, the following 3 unrelated Chancery Court decisions, all rendered within the last few weeks, give a good overview of some of the challenges that face one seeking books and … Continue reading
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