Searching Content indexed under Corporate and Company Law by Carl Neff ordered by Published Date Descending.
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Delaware Supreme Court Addresses The Implied Covenant Of Good Faith And Fair Dealing
In a very recent Delaware Supreme Court decision, Dieckman v. Regency GP LLC, et al., the High Court reversed the Court of Chancery and upheld claims based upon breach of the implied covenant of good faith and fair dealing.
United States
30 Jan 2017
Chancery Strikes Bylaw Requiring Two-Thirds Stockholder Vote To Remove Director
It goes without saying that a corporation's bylaws must comply with the applicable provisions of the Delaware General Corporation Law.
United States
26 Jan 2017
Chancery Denies Motion For Reargument – RBC Capital Markets Opinion Not Applicable
In the recent decision of In re OM Group, Inc. Stockholders Litigation, Vice Chancellor Slights considered a motion for reargument by the Plaintiffs challenging his prior decision dismissing the complaint.
United States
5 Jan 2017
Appraisal of Lender Processing Services, Inc.
In the recent appraisal decision of Merion Capital L.P. v. Lender Processing Services Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016), the Delaware Court of Chancery determined the fair value of petitioners' shares of stock in Lender Processing Services, Inc. (the "Company").
United States
22 Dec 2016
Personal Jurisdiction Over LLC Manager Act Analyzed By Chancery
In the recent decision of In the Matter of Dissolution of Artic Ease LLC, the Court of Chancery analyzed whether an LLC member and certain affiliated entities were subject to the jurisdiction of Delaware under 6 Del. C. ง 18-109 . . .
United States
15 Dec 2016
Delaware Dissolution Proceeding Dismissed In Favor Of Prior Pending Litigation
A question that is often posed to Delaware corporate practitioners is whether a non-Delaware court can dissolve a Delaware entity.
United States
7 Dec 2016
Books And Records Demand Under Delaware Statutory Trust Act Examined
Under the Delaware Statutory Trust Act, a beneficial owner of a Delaware statutory trust may seek inspection of the books and records of such trust.
United States
1 Sep 2016
Chancery Partially Grants Motion To Dismiss Regarding Waiver Claim
The doctrine of waiver is fairly straightforward.
United States
31 Aug 2016
Deceptive Trade Practices Act Claim Denied By Chancery
Diamond State sought a permanent injunction banning Diamond Town from continuing to operate under that trade name.
United States
25 Aug 2016
Caremark Claims Dismissed By Chancery – Bad Faith Not Adequately Pled
Vice Chancellor Montgomery-Reeves dismissed Caremark claims brought against certain directors ("Directors") of Qualcomm...
United States
25 Aug 2016
Mootness Fee Awarded For Helpful Disclosures That Provided Benefit To Stockholders
In 2016, beginning with In Re Trulia Inc. Stockholder Litigation the Court of Chancery has issued a wave of decisions analyzing the granting of fees in the context of disclosures.
United States
25 Aug 2016
Void Issuance Of Stock Does Not Confer Standing To Bring Section 220 Books And Records Action
Does an individual who received a void issuance of stock from a Delaware corporation have standing to bring a books and records action under Section 220 of the Delaware General Corporation Law.
United States
25 Aug 2016
Chancery Grants Advancement On Summary Judgment – Fees On Fees Granted
In the recent decision of James R. Thompson, et al. v. ORIX USA Corporation, et al., C.A. No. 11746-CB (Del. Ch. June 3, 2016), the Court of Chancery ruled on cross summary judgment motions in connection with an advancement action.
United States
10 Jun 2016
Jurisdiction Over Foreign Delaware Corporations Revisited
In the recent Delaware Supreme Court decision of Genuine Parts Company v. Cepec, No. 528, 2015 (Apr. 18, 2016), the Delaware High Court issued a landmark ruling...
United States
5 May 2016
Mootness Benefit Calculated Post-Trulia
In the recent decision of Louisiana Municipal Employees' Retirement System v. Black the Delaware Court of Chancery awarded a mootness fee for disclosures and changes to deal protection measures in a failed merger.
United States
9 Mar 2016
Delaware LLC Inspection Rights Under Section 18-305 Examined
Section 18-305 of the Delaware LLC Act governs the rights of inspection of books and records of a Delaware LLC by a manager or member.
United States
2 Mar 2016
Section 115 of the DGCL Explained
The recent decision of Bonanno v. VTB Holdings Inc., C.A. No. 10681-VCN (Del. Ch. Feb. 8, 2016) interprets Section 115 of the Delaware General Corporation Law ("DGCL").
United States
2 Mar 2016
Parties Bound By Third-Party Valuation Per Terms Of LLC Agreement
When an LLC agreement contains contractually negotiated methods for valuation of a member's stock upon its sale or repurchase by the company, what standard is utilized by the Court to challenge such valuation?
United States
25 Jan 2016
Claim For Piercing The Corporate Veil Analyzed By Chancery
In the recent Court of Chancery opinion of Doberstein v. G-P Industries, Inc., C.A. No. 9995-VCP (Del. Ch. Oct. 30, 2015), the Court rejected a claim for piercing the corporate veil.
United States
30 Nov 2015
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