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Top Three Delaware Corporate Decisions for 2015

For the last ten years or so on these pages, I have selected annually the top Delaware corporate law decisions. This is a somewhat subjective exercise in light of the estimated 200 or more notable corporate and commercial decisions issued each year by Delaware’s Supreme Court and Court of Chancery. This year the top three … Continue Reading

Recent Developments at Intersection of D & O Coverage and Delaware Corporate Litigation

Courtesy of Frank Reynolds of Thomson Reuters, we have highlights of the American Conference Institute’s two-day D&O Liability Insurance conference, that addresses recent developments in corporate litigation, including Delaware court decisions, that have an impact on the insurance industry. An excerpt from Frank’s article, hyperlinked above, should be of interest: Corporate and insurance law specialists have long paid close … Continue Reading

Short Observation on Long Delaware Chancery Decisions

Based on the more than ten years that I have been highlighting corporate and commercial decisions on these pages, primarily from Delaware’s Supreme Court and Court of Chancery, I am aware that the main reason busy readers visit these pages is not for metaphysical ruminations. This short observation has at least some practicality. Over the last three weeks or … Continue Reading

Scholarship On Delaware Corporate Litigation

Courtesy of a friendly email from Professor Larry Hamermesh, one of Delaware’s favorite corporate law professors, who is also a former Delaware corporate litigator, we have the good professor’s latest scholarship on cutting edge issues regarding Delaware corporate litigation. His latest article, co-authored by Professor Michael L. Wachter, is entitled The Importance of Being Dismissive: The Efficiency … Continue Reading

ABA Journal’s Annual Blog (Blawg) Contest

The ABA Journal is conducting its annual contest of the top legal blogs in the U.S. This hyperlink brings you to the ABA survey page. The full explanation from their website follows: Blawg 100 Amici We’re working on our annual list of the 100 best legal blogs, and we’d like your advice on which blogs … Continue Reading

Chancery Rejects Two Separate M&A Settlements on Same Day

Two rejections by the Delaware Court of Chancery last week, on the same day, of two separate proposed settlements of two unrelated class actions challenging a merger, were reported by The Chancery Daily, Professor Bainbridge and Alison Frankel of Thomson Reuters. The two cases are Acevedo v. Aeroflex Holding Corp., et al., C. A. No. 9730-VCL transcript (Del. … Continue Reading

Interfacing of DGCL Section 141(e) and the Business Judgment Rule

Professor Stephen Bainbridge, one the nation’s leading corporate law scholars, who is often cited in Delaware opinions, addresses the titular issue in a blog post today, and invites commentary. Specifically, the good professor begins the discussion as follows: I’m pondering the relationship between the business judgment rule and Section 141(e) of the Delaware General Corporation Law. … Continue Reading

Delaware Insiders Give Insights on Delaware’s New Fee-Shifting Legislation

An insider’s view of the recent Delaware legislation banning fee-shifting bylaws is provided by Professor Lawrence Hamermesh and Norman Monhait as published in this post from the Institute of Delaware Corporate and Business Law. This is must reading for anyone who seeks to understand the nuances of this new legislation. In sum, the good professor co-authors the article … Continue Reading

Second Amendment Appellate Advocacy Award

A few months ago, I was honored to receive the Chief Justice William Killen Award for Second Amendment Appellate Advocacy in connection with winning a unanimous en banc decision by the Delaware Supreme Court in Doe v. Wilmington Housing Authority. That decision, based on the Delaware Constitution’s analog to the Second Amendment, recognized a right … Continue Reading

Johnston on Advancement and Indemnification of Directors and Officers

William Johnston, one of Delaware’s premier practitioners of corporate litigation, is the lead author of a treatise recently published by Bloomberg BNA on the law of advancement and indemnification of directors and officers as well as insurance and exculpation as a means of providing protection for those who serve in such positions. The scholarship of … Continue Reading

Director Advancement and Indemnification Rights

The Delaware law of advancement and indemnification for directors and officers is not for the fainthearted. Much of the statutory interpretation in the case law is counterintuitive. Each year the ABA Business and Corporate Litigation Committee publishes recent developments in the eponymous areas of the law in a two volume publication. The chapter on the key cases … Continue Reading

Bylaws Mandating Arbitration of Stockholder Disputes

Bylaws mandating arbitration of stockholder disputes and the related issue of forum selection clauses in bylaws are the topics covered in a recent law review article written by Claudia H. Allen that appears in the current issue of the Delaware Journal of Corporate Law.  The current issue is Volume 39, Number 3. The article appears … Continue Reading

Chancery Enforces Deposition Practice Standards

In my recent ethics column for The Bencher, I highlight a recent decision of the Delaware Court of Chancery in the Dole case that enforces standards of conduct for deposition practice. In addition to interpreting Court of Chancery Rule 37 as requiring the mandatory award of fees, the decision provides a helpful review of discovery standards … Continue Reading

Delaware Proposes New Fee-Shifting and Forum Selection Legislation

Delaware_State_CapitolLegislation is being proposed to ask the Delaware Legislature to limit the ability of corporations to adopt fee-shifting provisions in their charter and bylaws, but to provide additional support for adopting forum selection clauses in those same corporate documents. The proposed legislation is available at this link. A memo describing the policy analysis on which the proposal is … Continue Reading

Delaware’s Chief Justice Pens M&A Article

Delaware’s Chief Justice, Leo Strine, Jr., has written an article entitled: “Documenting the Deal:  How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone”. Abstract:  This article addresses what legal and financial advisors can do to conduct an M&A process in a manner that: i) promotes making better decisions; ii) reduces … Continue Reading

Update on Delaware Law Impacting D&O Liability

The Professional Liability Underwriting Society is sponsoring a two-day seminar, with an emphasis on D&O insurance, in New York City on Feb. 4, 2015, which includes a panel entitled: What’s Hot in Delaware: Recent Decisions Impacting the Boardroom I will be on the panel covering the above topic that will address new decisions from the Delaware … Continue Reading

Professor Bainbridge on Fee-Shifting Bylaws

Professor Stephen Bainbridge‘s corporate law scholarship is often cited by Delaware’s Supreme Court and Court of Chancery in their corporate law opinions. The good professor is a friend of this blog and one of the most prolific corporate law experts in the country. He has recently published an article that argues in favor of fee-shifting bylaws.  This adds … Continue Reading

Supreme Court Justice Authors Article on Current Bylaw Issues

Justice Henry duPont Ridgely of the Delaware Supreme Court recently authored an article on one of the most timely issues in corporate litigation today: bylaw amendments that include fee-shifting and forum selection clauses. His Honor prepared the article based on a speech he presented last month at the SMU Corporate Counsel Symposium, and we are grateful … Continue Reading

Article on Recent Chancery Decision on Forum Selection Bylaws

My article entitled: Directors Given More Authority to Limit Multi-Forum Litigation, appeared in the November/December issue of NACD Directorship, a publication of the National Association of Corporate Directors. This regular short column discusses the recent Court of Chancery decision in City of Providence v. First Citizens Bancshares, Inc., also highlighted on these pages, which addresses one of the … Continue Reading