Search for: "Capital One Financial Corporation, a Delaware corporation"
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29 Sep 2011, 12:15 am
Accordingly, if you asked a tax practitioner in one of the firms doing a good bit of capital market work what they generally looked at to determine whether a financial instrument labeled debt was indeed to be treated as "debt in substance" for tax purposes, that practitioner would likely point to the credit rating as one of the primary factors, along with the amount of capital in the entity and the terms of the debt--in… [read post]
17 Apr 2017, 5:00 am
Wal-Mart said the proposal would cause it to violate Delaware law because management does not have the authority to nominate directors, and asked the Division of Corporation Finance to concur with its view that the proposal could be omitted in reliance on Rule 14a-8(i)(2). [read post]
14 Oct 2008, 5:00 pm
We will discuss these limits in one additional post. [read post]
6 Aug 2012, 3:00 am
The consistently sophisticated and thorough analysis found in the Chancery Court's rulings in all areas of corporate law, including stock valuation, implicitly is acknowledged in the many New York judicial opinions that cite and follow Delaware precedent. [read post]
6 Aug 2012, 3:00 am
The consistently sophisticated and thorough analysis found in the Chancery Court's rulings in all areas of corporate law, including stock valuation, implicitly is acknowledged in the many New York judicial opinions that cite and follow Delaware precedent. [read post]
10 Feb 2014, 3:06 am
When I posed the question to one of my partners, Steve Melore, who regularly prepares LLC agreements as part of his corporate law practice, he also pointed out that if a New York based business is sophisticated enough to even identify the option of forming under Delaware law, then chances are the principals are receiving advice from sophisticated counsel or CPAs more likely to prepare a better agreement. [read post]
9 Aug 2021, 2:47 pm
As I noted in a prior post (here), in March 2021, a plaintiff shareholder filed a Delaware Chancery Court class action lawsuit against Churchill Capital Corp. [read post]
8 Dec 2016, 12:08 pm
The post Chancery Bars Fraud Claim Based on Anti-Reliance Clauses appeared first on Delaware Corporate & Commercial Litigation Blog. [read post]
1 Mar 2011, 5:00 am
As a result of discovery, shareholders obtained a more complete picture of the role played by Barclays Capital, the financial advisor for Del Monte. [read post]
2 Sep 2016, 1:57 pm
If one exists, then the court defers to the decision that the qualified decision maker made. [read post]
23 Apr 2015, 1:24 pm
The El Paso Corporation (“EPC”), a natural gas and energy provider that has since been acquired by Kinder Morgan, controlled El Paso Pipeline Partners, L.P. [read post]
23 Aug 2019, 6:17 am
Dorff (Southwestern University), James Hicks (University of California Berkeley), and Steven Davidoff Solomon (University of California Berkeley), on Wednesday, August 21, 2019 Tags: Benefit corporation, Capital formation, Corporate forms, Corporate Social Responsibility, Fiduciary duties, Public benefit corporations, Shareholder primacy, Small firms, Venture capital firms Remarks at SECs… [read post]
11 Nov 2009, 4:14 am
Check out #5265 in our "Q&A Forum" about whether a Delaware corporation must have a bylaw authorizing payment of proxy expenses. [read post]
21 Jun 2016, 2:31 pm
The post Chancery Imposes Attorneys’ Fees for Bad Faith Litigation appeared first on Delaware Corporate & Commercial Litigation Blog. [read post]
19 May 2011, 7:16 am
The opinion also highlights a potential question: what constitutes so-called "management projections" under Delaware law: (a) projections prepared by officers of the corporation, or (b) projections endorsed by the directors charged with a duty to "manage" the corporation under Section 141(a) of the DGCL? [read post]
25 Jan 2010, 3:00 am
These tasks include choosing between Delaware LLCs and Delaware corporations for clients; and choosing whether to form clients’ LLCs under the Delaware LLC act or some other act. [read post]
16 Feb 2021, 2:23 pm
The trial court held that federal forum provisions were invalid under Delaware law, reasoning that the “constitutive documents of a Delaware corporation cannot bind a plaintiff to a particular forum when the claim does not involve rights or relationships that were established by or under Delaware’s corporate law. [read post]
19 Mar 2024, 6:08 pm
Like all histories, this one might stretch back to the first exchange between peoples. [read post]
12 Jan 2022, 10:09 am
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. [read post]
19 Jul 2021, 6:19 am
The derivative plaintiffs/defendants, however, countered that: (1) whatever duties they owed were owed to fellow shareholders and not to Optimis; (2) in the derivative suit context, Delaware imposes no duty beyond the maintenance of the derivative suit; and (3) Delaware does not recognize a claim for money damages for a derivative suit plaintiff’s breach of fiduciary duty.The Chancery Court rejected the derivative plaintiffs/defendants’ arguments because… [read post]
