Discussion of Key Delaware Corporate and Commercial Decisions from 2014

Delaware’s Key Corporate and Commercial Cases January through June 2014 You are invited to a free audio conference for a discussion of the top ten decisions of 2014 to date from Delaware’s Supreme Court and Court of Chancery. Thursday, July 24, … Continue reading

ABA Journal Picks Top Law Blogs

To quote Professor Bainbridge: The ABA Journal is again accepting nominations for their Blawg 100. I’m not allowed to nominate myself, but I am allowed to tell you that you can nominate me here.

ABA’s Business Lawyer Publication Seeking Authors

At the request of the ABA, I am publishing the following notice: The Editorial Board of The Business Lawyer is soliciting submission of articles and essays for Volume 70. TBL is the flagship scholarly journal of the American Bar Association  Section … Continue reading

Justice Jacobs’ Top 20 Delaware Decisions

The Hon. Jack Jacobs recently completed 29 years as a member of the Delaware Judiciary, first as a vice chancellor on the Court of Chancery and then as a Justice on the Delaware Supreme Court. He had all the best qualities that … Continue reading

“Close Corporation” Defined for Purposes of Hobby Lobby Decision

Yesterday’s decision of the U.S. Supreme Court in the Hobby Lobby case that granted “close corporations” the right to exercise the religious beliefs of their owners in order to avoid the imposition of one of the new health care law’s requirements … Continue reading

Forum Selection Clauses in Bylaws

The Harvard Law School Corporate Governance Blog has a helpful post that collects court decisions outside of Delaware that have upheld forum selection clauses in corporate bylaws. Of course, we know that they have been upheld already in Delaware. The post … Continue reading

Fiduciary Discretion

Professor Gordon Smith has co-authored an article on “Fiduciary Discretion” that addresses, for example, the gaps in contracts in which fiduciary duties apply. The good professor has a post about it that includes the following introduction to the article: Discretion … Continue reading

Cybersecurity and Corporate Governance

The intersection of corporate governance and cybersecurity as it applies to the duties of directors and officers to oversee the cybersecurity issues in a company, including defenses to cyberattacks, are at the forefront of legal issues of the greatest importance … Continue reading

Proposed Addition to Delaware Corporate Statute Regarding Fee Provisions in Bylaws

A proposed new addition as well as related amendments to the Delaware General Corporation Law would limit the impact of a recent Delaware Supreme Court decision in ATP Tours, Inc. v. Deutscher Tennis Bund, (No. 534, 2013, May 8, 2014), highlighted on … Continue reading

New Chief Justice Publishes His Latest Law Review Article

The relatively new Delaware Supreme Court Chief Justice has continued his practice of publishing scholarly articles.  His most recent publication, perhaps the first published since his elevation to the top of the Delaware judiciary, is an article in the Columbia … Continue reading