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Fiduciary Duties in Limited Partnerships

For my latest column in Directorship, the publication of the National Association of Corporate Directors, I discuss a recent Delaware Supreme Court decision that addresses fiduciary duties as modified in the context of a limited partnership agreement. The case of Brinckerhoff v. Enbridge Energy Company was previously highlighted on these pages, but the opinion remains … Continue Reading

M&A Litigation: Standards of Review

A member of the Delaware Court of Chancery has penned a chapter for an upcoming book on stockholder litigation. An overview of the chapter was recently published on the Harvard Law School Corporate Governance Blog. This scholarly writing by Vice Chancellor J. Travis Laster is entitled: Changing Attitudes: The Stark Results of Thirty Years of Evolution … Continue Reading

Call for Scholarship on New Legal Ethics Rule

Some readers may be aware that for the last 20 years, I have written an ethics column for The Bencher, a publication of the American Inns of Court. One of my recent columns, on the newly adopted Model Rule of Professional Conduct 8.4(g), generated an unusual “letter to the editor” from the current president of the … Continue Reading

Scholarship on Duties of Corporate Officers

Professor Lyman Johnson, whose scholarship on corporate law has been cited in Delaware court opinions, and frequently referred to on these pages, has published a paper on the implications and consequences of the paucity of Delaware case law on the duties of corporate officers–especially when compared to the plethora of case law defining the contours … Continue Reading

New Chapter on Advancement and Indemnification of Directors

As we have written on these pages for several years, in my capacity as the Chair of the American Bar Association’s Advancement and Indemnification Subcommittee of the Business Law Section’s Corporate Litigation Committee, yours truly co-authors a chapter each year that highlights the most noteworthy court decisions on advancement and indemnification of directors and officers, as part of an … Continue Reading

Thank You Justice Holland

The Honorable Randy Holland retired on March 31 after 30 years as a Justice on the Delaware Supreme Court. He deserves praise and gratitude for this 30 years of service on Delaware’s high court. He was the author of many important corporate law opinions, in addition to authoring many opinions, books and articles on a … Continue Reading

Chancery Orders Predictive Coding to Assist E-Discovery Process

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. The Chancery Daily recently reported on the Court’s order in OSI Restaurant Partners, LLC v. United Ohana, LLC, C.A. No. 12353-CB (Del. Ch. Jan. 27, 2017) (Order), requiring the parties to use predictive coding to assist the plaintiff in expeditiously producing responsive documents. As is … Continue Reading

Military Generals and Boards of Directors

The National Association of Corporate Directors is hosting a seminar later this week for retired, or nearly retired, generals in the U.S. armed services who aspire to be on a board of directors. The goal of the two-day seminar is to provide the basic information that one should know in order to be better prepared to become a director. I’m honored to be … Continue Reading

Can Delaware Be Dethroned?

A symposium at UCLA Law School on Feb. 17 and 18 will bring together corporate law professors and corporate litigation practitioners from around the country to address the perennial issue regarding whether Delaware can maintain its dominance in the corporate law world. Professor Stephen Bainbridge has organized a formidable assemblage of panels, the members of which will … Continue Reading

Scholarship on Limited Liability

Professor Stephen Bainbridge, a nationally-recognized corporate law scholar whose scholarship has been cited in the opinions of Delaware courts, has added another book to the list of his prolific publications. He has co-authored with Professor Todd Henderson, a book entitled “Limited Liability: A Legal and Economic Analysis“. It has been favorably reviewed in The Economist magazine, and the publisher’s … Continue Reading

New Chair of ABA Business Law Section

Congratulations to Delaware attorney Bill Johnston on becoming the new chair of the American Bar Association’s Business Law Section. Bill is a partner at Young Conaway Stargatt & Taylor in Wilmington where he concentrates on corporate and other business counseling and litigation, with an emphasis on Delaware Chancery Court practice and Delaware Superior Court Complex Commercial … Continue Reading

Corporate Law Seminar

I have been asked to provide information about the following seminar on corporate law at Rutgers Law School-Camden: The Rutgers Center for Corporate Law and Governance is presenting a conference on corporate compliance on Friday, May 20, 2016, from 8:30 AM to 3:30 PM, entitled New Directions in Corporate Compliance. The conference will take place … Continue Reading

CEOs as Social Justice Warriors

Yesterday’s Wall Street Journal featured a front page article about an apparently increasing number of CEOs of public companies who use their companies’ resources, and wield their companies’ resources as a sword, to advocate in their official corporate capacities to advance their favorite social agendas–or to oppose legislation on social policies that they disfavor. Courtesy of highly-regarded corporate law scholar … Continue Reading

Supreme Court Expands Basis to Sue Directors and Officers in Delaware

The Delaware Supreme Court recently interpreted the statutory basis for imposing jurisdiction over directors and officers of Delaware corporations in a manner that is broader than the interpretation that previously prevailed in Delaware courts for the last 30 years. Hazout v. Tsang, No. 353, 2015 (Del. Supr., Feb. 26, 2016). Directors and officers of Delaware … Continue Reading

RIP Justice Scalia

U.S. Supreme Court Justice Antonin Scalia has gone to his eternal reward. The front page of The New York Times today quoted Court of Appeals Judge Richard Posner as writing in 2011 that Justice Scalia was “the most influential justice of the last quarter century.” Whether you agreed with his views or not, he was in … Continue Reading

Top Three Delaware Corporate Decisions for 2015

For the last decade 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 Delaware corporate … 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
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