October 2010

We have been named to the LexisNexis Top 25 Blogs for 2010 for its Corporate & Securities Law Community and UCC, Commercial Contracts and Business Law Community.

LexisNexis Top 25 Blogs 2010

Kevin F. Brady and I are quite proud to be among such blog honorees as The Conference Board’s Corporate Governance Blog, the Harvard Law School Forum on Corporate Governance,  The

The Court of Chancery denied a motion to expedite an application to preliminarily enjoin the merger of the limited partnership in Lonergan v. EPE Holdings LLC, C.A. No. 5856-VCL (Del. Ch. Oct. 11, 2010), read opinion here, where the plaintiff failed to plead colorable claims of breach of fiduciary duty and the Court refused

Professor Stephen Bainbridge penned an article, available here, about the corporate governance provisions of the recent Dodd-Frank Act.  Among other reasons for reading the article, it should be worthwhile for those interested in the issue of how far the Act has encroached (at least by implication) on those aspects of corporate law that traditionally have been controlled

Professor Steven Davidoff provides scholarly commentary here on a lecture that Professor Joseph Grundfest recently presented to the Delaware Bench and Bar, as described here, that provides corporations a method to choose Delaware as the forum for intracorporate disputes. Several major corporations have recently included enabling provisions in their organizational documents in connection with what appears to be an

Last week in the Barnes & Noble case, the Court of Chancery ruled from the bench that a motion to dismiss would be denied due to questions about the independence of the members of the board that made decisions about a disputed transaction. Professor Steven Davidoff discusses the factual background and legal aspects of the decision, with

Professor Stephen Bainbridge has penned an essay available here on the above topic as a prelude to his upcoming book. The abstract follows:

Abstract: This essay was prepared for a forthcoming book on the impact of law on the U.S. economy. It focuses on the impact the corporate governance regulation has had on the global competitive

The Court of Chancery awarded $15 million in damages against defendants Millennium Digital Media Systems, LLC, et al. (“Millennium”) for breaching agreements with WaveDivision Holdings LLC and Michigan Broadband LLC (“Wave”) that contained “no solicitation” and “reasonable best efforts” clauses in the matter of WaveDivision Holdings, LLC v. Millennium Digital Media Systems, L.L.C., C.A. No. 2993-VCS

The ABA is sponsoring a webinar on the above topic that will be presented on October 20 at 1:00 p.m. EST. Recent Delaware decisions will be addressed.

More details and registration information are available here. I am flattered to be the moderator for the following panel of luminaries who will make the presentations: Ted

The National Association of Corporate Directors, NASD, sponsored a seminar in Washington, D.C. that extends through tomorrow, on the topic of emerging trends that directors should be aware of, and at least one panel included Chancellor William Chandler of the Delaware Court of Chancery. Here is a link to the NACD blog post that records