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Tax Court Finds that SECA Limited Partner Exception Requires ‘Functional Analysis Test’

21 Mar 2024, 1:01 pm by Joshua Smeltzer

Furthermore, the Tax Court found that that the Limited Partner Exception does not apply to a partner who is limited in name only. [read post]

Dollars & Sense - https://dollarsandsense.grayreed.com/

Chancery Rejects Validity of “New Wave” Stockholder Agreement Terms

18 Mar 2024, 6:30 am

In West Palm Beach Firefighters’ Pension Fund v. [read post]

The Harvard Law School Corporate Governance Blog - https://corpgov.law.harvard.edu/

Chancery Rejects Validity of “New Wave” Stockholder Agreement Terms

18 Mar 2024, 6:30 am

In West Palm Beach Firefighters’ Pension Fund v. [read post]

Harvard Law School Forum on Corporate Governance - https://corpgov.law.harvard.edu

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 Appellate Division last week in Behler v Tao (read here) affirmed the order below in a 3-2 decision featuring a majority opinion authored by Presiding Justice Sallie Manzanet-Daniels, applying what she labels “explicitly contractarian” Delaware LLC law “sometimes leading to harsh results,” and a dissenting opinion authored by Justice Ellen Gesmer exalting “basic principles of contract law and fundamental fairness. [read post]

New York Business Divorce - http://www.nybusinessdivorce.com/

Why Coporate Governance Needs to Account for Data-Driven Mergers

14 Mar 2024, 9:05 pm by renholding

Moreover, under the landmark cases Revlon, Inc. v. [read post]

The CLS Blue Sky Blog - https://clsbluesky.law.columbia.edu/

[Stephen Halbrook] Second Amendment Roundup: Delaware's "Assault Weapon" Ban Argued in 3rd Circuit

14 Mar 2024, 6:41 pm by Stephen Halbrook

Nken v. [read post]

The Volokh Conspiracy - http://www.volokh.com/

Reasons To Quit Delaware Are Gettin' Bigger Each Day

11 Mar 2024, 12:15 am

Palkon v. [read post]

California Corporate & Securities Law - https://www.calcorporatelaw.com/

President Biden: Text of 2024 State of the Union Address

8 Mar 2024, 6:02 pm

Like most Americans, I believe Roe v. [read post]

Law at the End of the Day - https://lcbackerblog.blogspot.com/

Guest Post: Every Billionaire Lawyer is a Policy Failure—Ten Ways to Think About the Tornetta Fee Request

8 Mar 2024, 2:19 pm by Steve Bainbridge

The requested fee is 6 times larger than the current record in the Delaware Court of Chancery set by the $304,742,604.45 granted to plaintiffs in Americas Mining Corp. v. [read post]

ProfessorBainbridge.com - http://www.professorbainbridge.com/professorbainbridgecom/

Stockholders Agreements: Chancery Voids Terms that Tred on Board’s Statutory Authority

5 Mar 2024, 3:00 am by Meredith Ervine

That’s why the Delaware Chancery Court’s recent decision in West Palm Beach Firefighters v. [read post]

TheCorporateCounsel.net Blog - http://www.thecorporatecounsel.net/Blog/

Hospital Keeps Brain Dead Patients Alive

4 Mar 2024, 11:00 pm by Thaddeus Mason Pope, JD, PhD

Mills v Bayhealth Medical Center, No. [read post]

Medical Futility - https://medicalfutility.blogspot.com/

Cleary Gottlieb Discusses Delaware Decision on Conversion of Company into Nevada Corporation

3 Mar 2024, 9:01 pm by renholding

Travis Laster held in Palkon v. [read post]

The CLS Blue Sky Blog - https://clsbluesky.law.columbia.edu/

Weekly Roundup: February 23-29, 2024

1 Mar 2024, 6:30 am

Musk is the Rule of Law at Work Posted by Holger Spamann, Harvard Law School, on Tuesday, February 27, 2024 Tags: CEO, Delaware cases, Delaware law, Elon Musk, Executive Compensation, litigation, Tesla PJT Partners 2024 Proxy Season Preview Posted by Allie Rutherford, Adrienne Monley, and Eric Sumberg, PJT Camberview, on Wednesday, February 28, 2024 Tags: Activism, board effectiveness, ESG, Pay for performance, Proxy season, Shareholder proposals, Universal Proxy Card 2024… [read post]

The Harvard Law School Corporate Governance Blog - https://corpgov.law.harvard.edu/

Weekly Roundup: February 23-29, 2024

1 Mar 2024, 6:30 am

Musk is the Rule of Law at Work Posted by Holger Spamann, Harvard Law School, on Tuesday, February 27, 2024 Tags: CEO, Delaware cases, Delaware law, Elon Musk, Executive Compensation, litigation, Tesla PJT Partners 2024 Proxy Season Preview Posted by Allie Rutherford, Adrienne Monley, and Eric Sumberg, PJT Camberview, on Wednesday, February 28, 2024 Tags: Activism, board effectiveness, ESG, Pay for performance, Proxy season, Shareholder proposals, Universal Proxy Card 2024… [read post]

Harvard Law School Forum on Corporate Governance - https://corpgov.law.harvard.edu

Does Delaware Have Personal Jurisdiction Over Controlling Stockholders?

29 Feb 2024, 12:15 am

Tornetta v. [read post]

California Corporate & Securities Law - https://www.calcorporatelaw.com/

Chancery invalidates stockholder agreement that tied board’s hands

28 Feb 2024, 6:41 am by Unknown

Only one case, Sample v. [read post]

Jim Hamilton's World of Securities Regulation - http://jimhamiltonblog.blogspot.com/

Can "New Wave" Stockholder Agreements Catch A Wave In California?

27 Feb 2024, 12:15 am

West Palm Beach Firefighters Pension Fund v. [read post]