A recent post on the Harvard Law School Corporate Law Blog, (on which I have published several articles as a “contributing author”) recently discussed a 2008 decision by Supreme Court Justice-Nominee Brett Kavanaugh, in Pirelli Armstrong Tire Corp. Retiree Med. Benefits Tr. ex rel. Fed. Nat. Mortg. Ass’n v. Raines, 534
The Agency Costs of Agency Capitalism and Corporate Law
This is a guest post by Bernard S. Sharfman, who is the Chairman of the Main Street Investors Coalition Advisory Council and a member of the Journal of Corporation Law’s editorial advisory board
The Main Street Investors Coalition is the first organization trying to deal with a relatively new phenomenon that Professors Gilson and Gordon
Recent Delaware LLC Law Scholarship
A recent law review article provides excellent scholarly insights regarding the interface among the equitable powers of the Court of Chancery and the provisions of the Delaware LLC Act and LLC operating agreements. The article by Professor Mohsen Manesh entitled: “Creature of Contract: a Half-Truth About LLCs,” appears in Volume 42 of the
New Delaware Corporate Law Scholarship
The current issue of the Delaware Journal of Corporate Law features an article by Professors James D. Cox and Randall S. Thomas entitled: Delaware’s Retreat: Exploring Developing Fissures and Tectonic Shifts in Delaware Corporate Law, 42 Del. J. Corp. L. 323 (2018). The authors carefully review recent Delaware court decisions that have reduced the role
ABA Issues Opinion on Judicial Use of Internet for Factual Research
The American Bar Association recently issued an opinion regarding the limitations on the use by judges of the internet for factual research regarding a pending matter, on their own and without input from the parties in a pending case. I published a short overview of that ABA opinion for my regular ethics column for The
Blockchain Technology and Delaware Corporate Law
The Delaware General Corporation Law was amended last summer to allow companies to maintain their corporate records using blockchain technology. The purpose of this short post is to provide a high-level overview of this evolving intersection of technology and corporate law that will have an increasingly profound impact on corporate governance and related areas of
Delaware Choice-of-Law Provision Upheld
Delaware case law is replete with decisions upholding provisions in contracts that choose Delaware as the governing law for any disputes related to an agreement. A recent Delaware decision adds to the large body of Delaware jurisprudence on this topic. See, e.g., selected decisions on choice-of-law enforceability from the Delaware Supreme Court and Delaware Court
Recent Delaware Corporate Governance Scholarship
A recent law review article by a former Delaware corporate litigator, turned law professor, provides timely insights about recent developments in Delaware corporate law regarding the private enforcement of directors’ fiduciary duties. The article is based on a lecture that Professor Randall Thomas delivered a few months ago in Delaware (that is part of a
Collection of Cases on Earn Out Disputes
A recent article on The Harvard Law School Corporate Governance Blog collected decisions, mostly based on Delaware law, that address Earn Out disputes, which generally involve agreements for the sale of a company that allow for post-closing payments subject to various milestones or revenue targets being satisfied. Commonly, the buyer of the company is required
Claims That Directors Breached Duty of Loyalty Rejected
My latest latest article for the national publication of the National Association of Corporate Directors, called Directorship, features highlights of a recent Delaware Court of Chancery decision that addresses claims that directors breached their fiduciary duty of loyalty by approving side deals that unduly benefitted them personally in connection with a merger. That opinion