The State of Delaware and those who practice in the Delaware Court of Chancery are fortunate that the Delaware Senate confirmed Vice Chancellor J. Travis Laster for another 12-year term on the bench of Delaware’s equity court. Reuters published a post-confirmation interview with His Honor. One of the quotes from the interview regarding the Vice
The “Wedge”: Corporate Governance Term and Delaware Geography Reference
A recent Delaware Court of Chancery opinion decided a contested mootness fee request in connection with benefits that resulted from stockholder litigation. Instead of the thorough analysis concerning the appropriate amount of the fee award, what one reader thinks is more interesting about the decision, from a historical perspective, is the introduction which defines the
New Scholarship on SPACs and Judicial Review
Recent scholarship on the increasingly important topic of SPACs has been published by Michael Klausner and Michael Ohlrogge, entitled: SPAC Governance: In Need of Judicial Review.
The article is available on SSRN, which also includes the following synopsis:
This paper analyzes the relationship between the economic structure of a SPAC, its corporate governance, and
Chancery Provides Guidelines for Non-Delaware Lawyers Issuing Formal Delaware Legal Opinion Letters
The Delaware Court of Chancery published a magnum opus a few days ago that should be required reading for all lawyers who prepare formal legal opinion letters for clients–and whose behavior is subject to review by the Delaware courts.
In Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-VCL (Del. Ch.
Vice Chancellor rejects reasons to keep D&O coverage suit for $41M judgment in Chancery
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently decided Zhongpin Inc. shareholders’ battle to force the food processor’s director and officer insurer to pay the $41.3 million Chancery Court judgment they
Chancery Clarifies Standard for Proportional Indemnification of Corporate Directors and Officers
The recent Delaware Court of Chancery opinion in Evans v. Avande, Inc., C.A. No. 2018-0454-LWW (Del. Ch. Sept. 23, 2021), provided much needed clarification for the rather unsettled nuance of indemnification under Section 145 of the Delaware General Corporation Law regarding when indemnification can be proportionate to the extent that the party seeking
Chancery Declines to Follow First-Filed Rule in Advancement Case
The current issue of the Delaware Business Court Insider includes an article on the titular topic by yours truly and my colleague Cheneise Wright. Courtesy of the good folks at the Delaware Business Court Insider, and with their permission, it appears below.
Chancery Declines to Follow First-Filed Rule in Advancement Case
By: Francis
Chancery Court bars dissident director nominees from the ballot for advance notice non-disclosure
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Chancery Court recently nixed a shareholder group’s bid to replace CytoDyn Inc.’s directors, finding that the COVID-19 drug developer’s incumbent board rightly rejected the dissidents’ fatally flawed
Delaware Court Addresses Claw-Back of Corporate Advancement and Indemnification
A recent Delaware decision addressed the request for a claw-back of legal expenses that a company was ordered to advance to an LLC manager in a prior Court of Chancery decision. In the case styled: New Wood Resources, LLC v. Baldwin, C.A. No. N20C-10-231-AML-CCLD, Order (Del. Super. Aug. 23, 2021), the Complex Commercial Litigation Division
Amendments to Delaware LLC Act and Related Alternative Entity Acts
The Delaware LLC Act, and related alternative entity acts, were amended effective August 1, 2021. There are three particular amendments, in response to three separate court decisions, that are especially noteworthy:
- Amendments were made to allow delegation of management rights even by a conflicted principal–in response to the Chancery decision in Wenske v. Bluebell Creameries