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
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
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 often the case, … Continue Reading
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
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
The Bencher is the national publication of The American Inns of Court. Together with a lawyer from Chicago, I have published an ethics column for every other issue of The Bencher for the last 20 years. The current issue of The Bencher contains an article about those columns spanning the last two decades.… Continue Reading
In my latest ethics column for the publication of the American Inns of Court, The Bencher, I highlight a new ethics rule recently adopted by the American Bar Association that addresses what some refer to as political correctness. The ABA’s change to the Model Rules of Professional Conduct for lawyers will next be considered by … Continue Reading
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
One finds difficult personalities more often in lawyers as a group than in the general population as a whole. But there is hope. For the last 10 years or so, a well-respected Delaware lawyer has made an annual presentation with a series of tips on how to deal with difficult lawyers, difficult colleagues, difficult judges, … Continue Reading
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
