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29 May 2024, 4:58 pm by Steve Bainbridge
”[13] Three months later Vice Chancellor Laster returned to the fray in Wagner v BRP Group, Inc.,[14] in which a similar contract was at issue.[15] In Wagner, the Vice Chancellor described Moelis as having adopted a two pronged test. [read post]
22 May 2024, 6:30 am
Key Takeaways Delaware Court of Chancery holds decision to reincorporate from Delaware to Nevada provided a non-ratable benefit to a controlling stockholder and directors due to potential reduction in future legal liability. [read post]
22 May 2024, 6:30 am
Key Takeaways Delaware Court of Chancery holds decision to reincorporate from Delaware to Nevada provided a non-ratable benefit to a controlling stockholder and directors due to potential reduction in future legal liability. [read post]
21 May 2024, 6:30 am
This post is based on her Sidley memorandum and is part of the Delaware law series; links to other posts in the series are available here. [read post]
21 May 2024, 6:30 am
This post is based on her Sidley memorandum and is part of the Delaware law series; links to other posts in the series are available here. [read post]
17 May 2024, 12:29 pm by Matthew Dochnal
Will you be acquiring other businesses or assets in the future? [read post]
9 May 2024, 2:00 pm by Joanna Herzik
The Arizona firm waited for their bank’s notification that the check they received from the “debtor” was valid before issuing payment to “Groat Machinery, Inc. [read post]
6 May 2024, 3:32 am by Peter J. Sluka
  As Delaware Vice Chancellor Slights colorfully remarked in In re PetSmart, Inc., “Garbage In; Garbage Out” (CV 10782-VCS, 2017 WL 2303599, at *32 [Del Ch May 26, 2017]; Ramcell, Inc. v Alltel Corp., 2019-0601-PAF, 2022 WL 16549259, at *11 (Del Ch Oct. 31, 2022) (“Without a reliable estimate of cash flows, a DCF analysis is simply a guess. [read post]
29 Apr 2024, 7:41 pm by Francis Pileggi
Defendants assert that “no other Delaware court has addressed whether and under what circumstances a company’s move to a state affording some greater litigation protection for potential future cases based on hypothetical future facts constitutes a non-ratable benefit material enough to trigger entire fairness review. [read post]
15 Apr 2024, 6:00 pm by Josh Blackman
The article begins with this opening line:  "The US Justice Department's choice of New Jersey to file its landmark antitrust lawsuit against Apple Inc. was likely motivated by driving any future appeals to a circuit court relatively open to cracking down on monopoly power. [read post]
11 Mar 2024, 9:00 am by Christine Bontuyan
This is the amount to be paid to Kilwins Chocolates Franchise, Inc. [read post]
3 Mar 2024, 9:01 pm by renholding
On February 20, the Delaware Court of Chancery refused to enjoin the conversion of a Delaware corporation, TripAdvisor, Inc. [read post]
21 Feb 2024, 6:30 am
The Court found that the defendants—Musk, Tesla, Inc. and six individual directors—failed to meet their burden to prove that the Grant was “entirely fair,” the standard under Delaware law that the Court applied in light of the Court’s determination that Musk held controlling stockholder status with respect to the Grant. [read post]
21 Feb 2024, 6:30 am
The Court found that the defendants—Musk, Tesla, Inc. and six individual directors—failed to meet their burden to prove that the Grant was “entirely fair,” the standard under Delaware law that the Court applied in light of the Court’s determination that Musk held controlling stockholder status with respect to the Grant. [read post]
9 Feb 2024, 6:30 am
Skinner, Ropes & Gray LLP, on Monday, February 5, 2024 Tags: Activism, anti-ESG, ESG, ESG investing, ExxonMobil, GHG, proxy statements, SEC 2024 Proxy Season Considerations: Officer Exculpation for Delaware Corporations Posted by Andrew Allen, Karen Dempsey, and Bobby Bee, Orrick Herrington & Sutcliffe LLP, on Tuesday, February 6, 2024 Tags: delaware, Delaware Supreme Court, Duty of care, Fiduciary duties, officer exculpation, officers, Proxy season, S&P… [read post]