Search for: "Matter of the State of Delaware"
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20 Oct 2011, 8:37 am
I f you feel that you must do this for whatever reason, it would be wise to consult with an attorney familiar with both state and federal laws governing these subjects before you begin your project. [read post]
27 Mar 2008, 1:55 pm
There is a choice of law issue, but the First says that this is really a matter of internal corporate governance, and therefore the state of incorporation of the corporation (Delaware) provides the rule of decision. [read post]
29 Feb 2016, 3:19 am
The respondent member nonetheless moved to dismiss the petition, relying on a series of Second and Third Department decisions dismissing for lack of jurisdiction petitions seeking to dissolve foreign business entities, including Matter of Warde-McCann (2d Dept 1987) involving a Delaware corporation, Matter of Porciello (2d Dept 1998) involving a Florida corporation, Matter of MHS Venture Management Corp. (2d Dept 2009)… [read post]
15 Jan 2019, 2:48 pm
This decision, though understandable as a matter of Delaware law, leaves two questions hanging: (1) Will Congress act to create exclusive federal jurisdiction for class actions alleging only Section 11 claims? [read post]
16 Sep 2015, 3:33 pm
The appeal will likely present some interesting issues for the Appellate Division, such as whether supermajority stockholder approval and disclosure of alleged conflicts in proxy and registration statements are sufficient to rebut an allegation of director self-interest as a matter of law. [read post]
30 Mar 2009, 5:00 am
Many New York businesses are incorporated in other states, Delaware being the traditional favorite. [read post]
11 Sep 2018, 10:55 am
It can, and should, be done by states, and especially Delaware, by doing the following: (more…) [read post]
12 May 2014, 3:14 am
It wasn’t until the Second Department’s 2009 ruling in the MHS Venture case, involving a Delaware LLC, that the court explicitly stated: “A claim for dissolution of a foreign limited liability company is one over which the New York courts lack subject matter jurisdiction. [read post]
16 Jul 2009, 12:56 pm
This short two-page letter decision transferred a complaint to the Delaware Superior Court based on a lack of equity (i.e., subject matter) jurisdiction in Chancery Court. [read post]
21 Oct 2008, 4:55 pm
As an initial matter, the Court held that even though the contract provided that it was governed by Pennsylvania law, under the Delaware Supreme Court’s decision in J.S. [read post]
27 Dec 2023, 2:09 pm
However, the Delaware Court of Chancery’s recent decision in In re McDonald’s Corp. [read post]
28 Jan 2016, 2:59 pm
The court recommends that other state courts adopt the same hostility to plaintiffs in M&A litigation that the Delaware courts have adopted. [read post]
28 Jan 2016, 2:59 pm
The court recommends that other state courts adopt the same hostility to plaintiffs in M&A litigation that the Delaware courts have adopted. [read post]
12 Aug 2013, 3:31 am
In response, the Browns filed papers with the Delaware Secretary of State effecting a freeze-out merger of Heartfelt with a newly formed LLC having almost the identical name, and purportedly requiring the Groves to redeem their membership interest for less than $75,000. [read post]
17 Mar 2008, 5:15 am
We have been writing about the propensity of Delaware judges to give talks and write articles that set out views and positions on various matters in the corporate governance debate. [read post]
5 Jul 2023, 12:24 pm
Analysis of federal and state tax laws relevant to choosing the form of entity to use when organizing an entity. [read post]
27 Jul 2023, 2:06 pm
The court also observed that it was improper to refuse to state what exact formal board materials existed. [read post]
18 Jul 2019, 10:00 am
Since that time, the matter has been pending in the United States District Court for the Eastern District of California, and the names have been changed as identified above. [read post]
16 Oct 2019, 6:30 am
Everyone in Delaware owes him a debt of gratitude for what he did for our state, and our Judiciary’s hearts are with his wife and children, as they endure the loss of this special man. [read post]
13 Mar 2008, 5:15 am
Renee Jones hasnoted that at least one possible motivation for judges on the Delaware courts to write articles is political.Another view is that the constant commentary has a political purpose: to shore up the legitimacy of the state's role in setting corporate policy. [read post]
