Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
The Delaware General Corporation Law was recently updated to afford corporate officers the opportunity to enjoy the benefits of exculpation from some forms of liability that corporate directors have enjoyed protection from for many years.
Much has already been written about this topic, but a recent post on the Harvard Law School Corporate Governance Blog…
Vice Chancellor J. Travis Laster of the Delaware Court of Chancery gave a lecture at the University of Iowa College of Law on “Big Law Ethics”, or lack thereof, based on findings that His Honor described in the “A” trilogy of cases in which he scored the ethical lapses of several senior partners in a…
Delaware’s favorite corporate law scholar, the prolific and widely-quoted Professor Stephen Bainbridge, writes that the effort afoot to promulgate a Restatement of the Law of Corporate Governance is unnecessary at best, citing to extensive scholarship–including his own–as well as extensive case law to support his position opposing the titular topic.
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.
Corporate lawyers have a unique opportunity to influence American companies to benefit by practicing the ethical standards their mission statements and codes of conduct espouse, a Villanova Law School…
During the 17 years or so of this blog’s existence, we have featured many Delaware decisions on the topic of indemnification and advancement for directors and officers, interpreting a company’s obligations to make those payments pursuant to Delaware General Corporation Law (DGCL) Section 145, in addition to contract-based claims for advancement and indemnification. See…
A number of Delaware decisions have provided the analytical framework to determine if outside directors have preserved the attorney/client privilege when, for example, they use the email server of another company, or their personal email accounts, to communicate with their lawyers. Edward Micheletti of the Delaware office of the Skadden Arps firm, and two of…
I have highlighted many Delaware decisions addressing issues related to pro hac vice motions on these pages over the last 17 years or so, such as the standards for the admission of a non-Delaware lawyer pro hac vice to represent a party in pending Delaware litigation. Some of the decisions I have highlighted involve efforts…
The good professor provides citations and links to other commentary that suggests that this…
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…
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
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