In a masterpiece of contract interpretation and statutory analysis, the Delaware Court of Chancery recently reconciled juxtaposed provisions in the Delaware General Corporation Law and a Certificate of Incorporation to allow a reincorporation of a Delaware company in Nevada with a majority vote—as compared to requiring a supermajority vote. Gunderson v. The Trade Desk, Inc
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Chancery Rules on Limits of Forum-Selection Clauses in Corporate Documents
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent seminal decision of the Delaware Court of Chancery must be included in the lexicon of every lawyer who wants to understand the boundaries of Delaware law on forum-selection clauses in corporate documents. In the case of Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), the Court determined that a…
Supreme Court Decides SEC-presented Delaware Bylaw Issue
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
CA, Inc. v. AFSCME Employees Pension Plan, (Del. Supr., July 17, 2008), read opinion here.(Revised opinion dated August 15, 2008, available here.)
This Delaware Supreme Court decision has been anticipated by the corporate legal world with great interest since oral arguments were heard by Delaware’s High Court last week. My post with some background…