March 2009

The Harvard Law School Corporate Governance Forum posted an article today here about indemnification and advancement which includes a discussion of recent Delaware decisions that address these different but related concepts.

Addy v. Piedmonte, et al., Del. Ch., No. 3571-VCP (March 18, 2009), read opinion here.

Kevin Brady, a highly respected Wilmington lawyer, prepared the following review of this case:

In this Chancery Court decision, Vice Chancellor Parsons dismissed a claim for breach of fiduciary duty in a case with a complex fact pattern involving oil…

A paper on the role of good faith in corporate governance was recently penned by leading practitioners of Delaware corporate law, including one member of the Delaware Court of Chancery. The Harvard Law School Corporate Governance Forum highlights the article here.

An excerpt follows:

In the paper, the authors outline their views as follows:

We conclude, consistent

…

Langford v. Barnholt and KLA-Tencor Corp., No. 2295-VCL (Del. Ch., March 17, 2009), read letter ruling here.

Kevin Brady, a highly respected Delaware litigator, has prepared the following review of this case.

In this Chancery Court opinion,  Vice Chancellor Lamb revisited a decision in this case that had been in place since August 2008 when the Court…

Gina Furia Rubel, Esq., a specialist in public relations for lawyers, wrote an article that appeared today in The National Law Journal  here about the use by lawyers of  Twitter, one of the newer types of social media. For those who want to be aware of the latest tools available online for connecting with…

Professor Bainbridge provides scholarly commentary here on the recent Chancery Court decision in Citigroup, including a rebuttal to Professor Jay Brown and an analysis of Caremark duties, as well as a discussion of the theoretical and practical underpinning of the Business Judgment Rule.

My prior highlighting of the Citigroup case and a link to the…

U.S. Supreme Court Justice Clarence Thomas is one of my favorite jurists. I enjoyed reading his autobiography and found its soul-searching, timeless principles to be uplifting. Here is a post from The WSJ Law Blog about one of the rare speeches that he gave recently, and it reminded me why I  still think he is a great…

LaPoint  v. AmerisourceBergen Corp., (Del. Supr., March 12, 2009), read opinion here.  The Delaware Supreme Court in this decision addressed the procedural issues in connection with pursuing indemnification rights based on a contract in light of defenses based on res judicata and statute of limitations. Delaware’s High Court reversed a decision of the Superior Court which had granted…

Professor Andrew Lund opines on The Conglomerate blog here with his predictions regarding the decision expected from the Delaware Supreme Court on the interlocutory appeal that Delaware’s High Court accepted in the Ryan v. Lyondell case in which the Chancery Court denied a Motion for Summary Judgment in a matter that raises key issues such as Revlon duties…