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21 May 2023, 1:37 pm
The April 12 ruling Vice Chancellor Laster concluded that, ‘The court can only apply the defense of laches at the pleading stage if it is clear from the face of the complaint that the claims are time-barred. [read post]
14 May 2023, 6:01 am
Vice Chancellor Laster’s ruling is also discussed in a May 10, 2023, Associated Press article (here). [read post]
13 May 2023, 1:17 am
This week, VC Laster upheld Caremark claims against Facebook’s board in a telephonic ruling. [read post]
9 May 2023, 9:01 pm
There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies. [read post]
8 May 2023, 12:44 pm
Along with some other folks: The contractarian theory of the corporation envisions the firm as a nexus of explicit and implicit contracts.155 155 See, Stephen M. [read post]
8 May 2023, 3:00 am
.; 5/23), Vice Chancellor Laster found a stockholder covenant not to sue for breach of the duty of loyalty—in the context of a sale of the company that triggered the drag-along provision in a stockholders’ agreement—partially enforceable. [read post]
3 May 2023, 6:00 am
Travis Laster addressed an issue of first impression and found that the Statute can be used to serve process on a person who performs the duties of an officer regardless of the person's formal title or acceptance of the position. [read post]
28 Apr 2023, 5:26 am
Ch. 2016), VC Laster allowed a corporation to condition production of documents sought under Section 220 on the stipulation that if the plaintiff filed a lawsuit that relied on any of... [read post]
27 Apr 2023, 12:15 am
Travis Laster ruled that two investment funds were within the "circle of confidentiality" that encompassed the corporation and a director selected by those funds. [read post]
21 Apr 2023, 3:15 am
The memo says that the key takeaway from the decision is that companies seeking to assert the privilege against a former director (or the investor who designated that director) must be prepared to establish the three exceptions identified in Vice Chancellor Laster’s opinion. [read post]
20 Apr 2023, 1:48 pm
On the other hand, the Laster denied the motion to dismiss in the same proceeding with respect to a McDonald’s officer. [read post]
10 Apr 2023, 12:18 pm
ref_src=twsrc%5Etfw%7Ctwcamp%5Etweetembed%7Ctwterm%5E1643255909760524288%7Ctwgr%5Eeb93c5c05f8fdc79abab54481d8f5dd1635507a9%7Ctwcon%5Es1_&ref_url=https%3A%2F%2Fwww.professorbainbridge.com%2Fprofessorbainbridgecom%2Fdept-of-self-promotion%2F Interviewed on the Board Governance Podcast with Evan Epstein discussing the Profit Motive: https://boardroom-governance.com/episodes/stephen-bainbridge The book was cited by Delaware Vice Chancellor Travis Laster in a recent judicial opinion:… [read post]
1 Apr 2023, 7:43 pm
In his March 9 memorandum opinion, Vice Chancellor Travis Laster granted the motion of two venture capital investment fund plaintiffs to compel discovery of information about how the FairXchange’s board set the price in a sale of the company to Coinbase Global, Inc. [read post]
30 Mar 2023, 3:30 am
Yesterday, Vice Chancellor Laster issued an oral ruling holding that companies with multiple classes of stock don’t have to hold a separate class vote on officer exculpation charter amendments. [read post]
26 Mar 2023, 3:58 pm
From In re Riviera Resources Inc. [read post]
23 Mar 2023, 12:55 pm
Among other things, Laster made it clear that the duty extends to corporate officers as well as to directors. [read post]
20 Mar 2023, 12:15 am
Travis Laster: Delaware should not be determining employment law for the country and for the world. [read post]
8 Mar 2023, 3:30 am
The plaintiffs also asserted Caremark claims premised on the same alleged oversight failures against McDonald’s current and former directors, but last week, Vice Chancellor Laster dismissed those claims. [read post]
7 Mar 2023, 2:01 pm
These decisions, Laster said, are “similarly debatable. [read post]
7 Mar 2023, 7:32 am
The chancery court accordingly dismissed the complaint for failure to state a claim (In re McDonald’s Corporation Stockholder Derivative Litigation, March 1, 2023, Laster, J.).Scandals. [read post]
