Delaware Law on Shareholder Consents and Removal of Directors at Heart of InBev Bid for Anheuser-Busch
Courtesy of Wilmington lawyer Ciro Poppiti, III, Esq., a veteran of the national and international "wine and spirits" industry, I have a tip about a story in today’s Wall Street Journal about the CEO of Anheuser-Bush (AB) trying to correct the record in … Continue reading
Demand Futility Established and Presumption of Business Judgment Rule Rebutted
London v. Tyrrell, 2008 WL 2505435 (Del. Ch., June 24, 2008), read opinion here. This Chancery Court decision explained in detail the reasons why it denied a motion to dismiss a derivative claim based on Chancery Court Rules 9(b), 12(b)(6) … Continue reading
SCOTUS Rules on Second Amendment Issue
In D.C. v. Heller, the United States Supreme Court issued an opinion today interpreting the Second Amendment of the U.S. Constitution to disallow a law in the District of Columbia that prohibited the purchase and possession of handguns. Read opinion … Continue reading
Chancery Rules that Law Firm Covered as Agent for Advancement Purposes Under DGCL Section 145
In Jackson Walker L.L.P. v. Spira Footwear Inc., 2008 WL 2487256 (Del. Ch., June 23, 2008), read opinion here, the Delaware Chancery Court ruled on the following issue of first impression in connection with interpreting advancement rights under DGCL Section 145: The … Continue reading
Supreme Court Decides Qualifications for Judicial Appointment
The Delaware Supreme Court was asked by the Governor of the State of Delaware, pursuant to established procedure, to answer a question of law about whether a person she wanted to nominate to a minor judicial position, was disqualified due … Continue reading
Chancery Court Admonishes Company Not to Play Games with Advancement Rights
Barrett v. American Country Holdings, Inc., (Del. Ch., June 20, 2008), read opinion here. This opinion was flagged for us courtesy of Wilmington attorney and Potter Anderson partner Scott Waxman of eDelaware fame, as well as through the Del. Bus. Litigation Report. … Continue reading
Advancement Terms in LLC Agreement Only Covered Defensive Actions
Donohue v. Corning, 2008 WL 2477427 (Del. Ch., June 20, 2008), read opinion here.This is the second Chancery Court opinion released on the same day by the same vice chancellor on the issue of advancement rights. This is one of several decisions … Continue reading
Chancery Rejects Disclosure Claims Made Post-Merger
In Re Transkayrotic Therapies, Inc., 2008 WL 2462767 (Del. Ch., June 19, 2008), read opinion here. This Chancery Court opinion is almost 100-pages long in its original format and provides important clarification on "disclosure law" in Delaware. There were 2 prior … Continue reading
Supplemental Comment on Justice Scalia’s New Book
I have previously commented (e.g., here) on U.S. Supreme Court Justice Antonin Scalia’s new book called: Making Your Case: The Art of Persuading Judges, co-authored with Bryan Garner. There are many timeless gems in this book that should be required reading for … Continue reading
Advancement Issue Averted Due to Non-Applicability of Employment Agreement After Termination
Gary v. Beazer Homes USA Inc., (Del. Ch., June 11, 2008), read opinion here. This case involved the interepretation of an employment agreement of a General Counsel who was fired. The parties disagreed about whether the terms of the agreement … Continue reading
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