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The Delaware Court of Chancery Confirms that Duty of Oversight Claims Against Corporate Officers Are Subject to the Same High Pleading Standards Applicable to Duty of Oversight Claims Against Corporate Directors
27 Dec 2023, 2:09 pm by John Stigi, Alejandro Moreno and Eugene Choi
In Segway Inc. v. [read post]
Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/
Should shareholders have "the ultimate choice of when to sell the company."?
4 Oct 2010, 8:26 pm by Steve Bainbridge
A shareholder’s ability to dispose of his stock is merely defined by the terms of the corporate contract, which in turn is provided by the firm’s organic documents and the state of incorporation’s corporate statute and common law. [read post]
ProfessorBainbridge.com - http://www.professorbainbridge.com/professorbainbridgecom/
Court of Appeal of the State of California, Second Appellate District, Halyard Health, Inc., v. Kimberly-Clark Corp., B294567, Order Modifying Opinion and Certifying Opinion for Publication
6 Jan 2020, 3:13 pm
(Keeton v. [read post]
Frederic Borel - http://fredericborel.blogspot.ch/
Oral Argument Preview: Is a Deficient Affidavit Grounds to Exclude Evidence of Child Pornography Found Pursuant to a Search Warrant? State of Ohio v. Nicholas Castagnola.
22 May 2014, 1:34 pm by MBettman
United States v. [read post]
Legally Speaking Ohio - http://www.legallyspeakingohio.com
Delaware Court of Chancery Underscores Heightened Pleading Standard Necessary to Support a Claim for Breach of Fiduciary Duty In Connection With a Merger
12 May 2014, 10:53 am by John Stigi
In Houseman v. [read post]
Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/
Supreme Court to Hear State Freedom of Information Act Case “McBurney v. Young”
9 Oct 2012, 3:00 am by Steve Schultze
s Baldwin v. [read post]
Freedom to Tinker - http://www.freedom-to-tinker.com
Sufficiently Reliable Hearsay May Be Used to Support a Proper Purpose in Section 220 Demands
6 Oct 2022, 6:46 am by Nathaniel Klepser and Seth A. Niederman
In NVIDIA Corporation v. [read post]
Delaware Chancery Law Blog - http://delawarechancery.foxrothschild.com/
New York Appellate Court’s Split Decision Involving Delaware LLC Pits “Harsh” Contractarianism Against “Fundamental Fairness”
18 Mar 2024, 4:32 am by Peter Mahler
The operating agreement stated that it could be amended “only in a writing signed by the Sole Member. [read post]
New York Business Divorce - http://www.nybusinessdivorce.com/
What stockholder vote is necessary to sell a company?
9 Aug 2007, 12:46 am
However, the Delaware Supreme Court decided against the preferred stock having a class vote pursuant to Section 2115 in a case called Examen, Inc. v. [read post]
Startup Company Lawyer - http://www.startupcompanylawyer.com
Merit Decision. Long and Complicated Explanation of Why Search Warrant was Invalid and Suppression Required. State v. Castagnola .
2 May 2015, 7:42 am by MBettman
State v. [read post]
Legally Speaking Ohio - http://www.legallyspeakingohio.com
Fiduciary Duty of Loyalty Examined in Selective Waiver of Stock Restrictions
16 Nov 2014, 7:38 pm by Francis Pileggi
Lee v. [read post]
Delaware Corporate and Commercial Litigation Blog - http://www.delawarelitigation.com/
FdG Logistics: Merger Anti-Reliance Provisions
7 Mar 2016, 5:58 am
In FdG Logistics v. [read post]
The Harvard Law School Corporate Governance Blog - http://blogs.law.harvard.edu/corpgov
Delaware Chancery Court Holds That Self-Interested Directorial Compensation Decisions Made Without Independent Protections Will Not Survive An Entire Fairness Review
22 Jul 2008, 7:54 pm
In Julian v. [read post]
Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/
Merger Price and Process Win the Day Yet Again In Delaware Appraisal Action
7 Jul 2015, 9:00 am by Greg Beaman
In Merlin Partners LP v. [read post]
Securities Litigation and Regulatory Enforcement Blog - http://blogs.orrick.com/securities-litigation/
U.S. v. Alvarez: Trademark Dilution and the First Amendment
3 Jul 2012, 7:24 am by Beth Hutchens
U.S. v. [read post]
IPWatchdog.com | Patent Copyright Trademark - http://www.ipwatchdog.com
New York Franchise Act Inapplicable Where Franchisee Resides Outside New York
5 Jan 2011, 7:32 am by Raymond McKenzie
In Vidal, a franchisee located in Washington State brought an action against a franchisor that was incorporated in Delaware and maintained its principal place of business in New York. [read post]
Maryland Law Blogger - http://www.marylandlawblogger.com
A Delaware Surprise: Busting the Limits of Enforceability of Non-Competes in an M&A Transaction under Delaware Law
7 Nov 2022, 8:38 am by Paul Pryzant and Matthew Simmons
The parties In a very recent opinion on October 6, 2022, by the Delaware Chancery Court, Kodiak Building Partners, LLC v Adams, Vice Chancellor Zurn ruled that the restrictive covenants imposed on a stockholder in an acquisition were overbroad and unenforceable. [read post]
Trading Secrets - http://www.tradesecretslaw.com/
Delaware Supreme Court muffs Brophy claim
28 Jun 2011, 11:02 am by Steve Bainbridge
Steele, the court disagreed with the Delaware Chancery Court's interpretation of Brophy v. [read post]
ProfessorBainbridge.com - http://www.professorbainbridge.com/professorbainbridgecom/
Delaware Court Rules that 17.5% Shareholder May Be Controlling Stockholder
19 Dec 2014, 12:37 pm by Jason M. Halper
 In Kahn v. [read post]
Securities Litigation and Regulatory Enforcement Blog - http://blogs.orrick.com/securities-litigation/
Waterfalls and Compulsory Buybacks: New York Courts Decide Disputes Involving Sophisticated Delaware LLC Agreements
10 Feb 2014, 3:06 am by Peter Mahler
Indeed, the very definition of Promote states that it is “determined under Sections 6.1 (a)(iii)-(v). [read post]
New York Business Divorce - http://www.nybusinessdivorce.com/