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Searching Content indexed under Corporate Governance by Carl Neff ordered by Published Date Descending.
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Special Litigation Committee Must Be Comprised Of Board Members
Both the Corporate LLC and the Manager-Managed LLC are engaged in the real estate management business, "jointly manag[ing] over $1 billion in real estate assets."
United States
1 Jul 2016
2
Delaware Supreme Court Addresses Whether "Holder" Claims Are Direct Or Derivative
A "holder" claim alleges that a plaintiff was wrongfully induced by a defendant, usually company management, to retain shares of stock, resulting in economic loss to the plaintiff.
United States
3 Jun 2016
3
TripAdvisor, Inc. Derivative Action Dismissed
In the recent decision of Friedman v. Maffei, C.A. No. 11105-VCMR (Del. Ch. Apr. 13, 2016), Vice Chancellor Montgomery-Reeves granted dismissal of a derivative complaint filed on behalf of TripAdvisor, Inc.
United States
9 May 2016
4
Derivative Complaint Dismissed For Lack Of Supporting Factual Allegation – Books And Records Request Should Be Used To Develop Facts
In the recent decision of The Joseph Penar Family Trust v. Adams, C.A. 10441-VCG (Del. Ch. Apr. 28, 2016), Vice Chancellor Glasscock dismissed a derivative complaint for lack of supporting allegations.
United States
5 May 2016
5
Fee-Shifting Ban May Put Delaware's Corporation-Friendly Status In Question
It will also block any attempts to quell the large runaway verdicts in directors and officers (D&O) matters in Delaware.
United States
17 Mar 2016
6
Motion To Dismiss Section 205 Action Denied
Under Sections 204 and 205 actions of the DGCL, Delaware corporations may petition the Court of Chancery to ratify otherwise defective corporate actions.
United States
1 Feb 2016
7
Unocal Applied To Bylaw Amendments, Not To Agreement With Activist Shareholder
In the recent decision of In re Ebix, Inc. S'holder Litig., Consol. C.A. No. 8526-VCN (Del. Ch. Jan. 15, 2016), the Court of Chancery examined certain board actions claimed to be entrenching and subject to Unocal review.
United States
1 Feb 2016
8
Books And Records Demand – Investigation Into Corporate Mismanagement
Often times, shareholders of a Delaware company will make a books and records demand upon the company to investigate corporate mismanagement.
United States
4 Jan 2016
9
Books And Records Request – Valuation As Proper Purpose
The Court of Chancery's recent decision of In re: New Media Books and Records Action, C.A. No. 9984-VCN (Del. Ch. Dec. 23, 2015) demonstrates the Court's reluctance to grant books and records inspection...
United States
4 Jan 2016
10
High Standard For Court-Ordered Dissolution Of A Solvent Delaware Corporation
Often times, shareholders may seek to dissolve a Delaware corporation and appoint a receiver for a variety of reasons, including the fact that the stockholders and/or management simply cannot "get along."
United States
3 Dec 2015
11
Chancery Reinstates Director Under Section 225 Who Was Deceived Into Resigning
In Martin, a director petitioned the Court to invalidate his resignation which was obtained through misrepresentation by the board.
United States
1 Dec 2015
12
Supreme Court Affirms Chancery's Section 204 And 205 Rulings
The Court of Chancery thoroughly explained the basis for its conclusions as to Numoda Corp.‘s capital structure in its detailed opinion.
United States
2 Nov 2015
13
Record-Setting Derivative Action Settlement (275MM) Approved By The Court Of Chancery
In the recent opinion of In re Activision Blizzard, Inc. Stockholder Litigation, Cons. C.A. No. 8885-VCL, the Court approved the highest settlement reached in a derivative action to date, in the amount of $275 million
United States
1 Jun 2015
14
New Section 204 Of The DGCL Applied For First Time By Court Of Chancery
n the recent decision of "In re Trupanion, Inc.", the Court of Chancery applied for the first time new section 204 of the Delaware General Corporation Law.
United States
5 Jun 2014
15
Dissolution Statutory Dissolution Procedures: Whether The Elective Procedure Provides Stockholders With Additional Protection
Section 282(b) of the DGCL precludes liability against a stockholder for claims asserted against the dissolved corporation after the three-year period.
United States
3 Jun 2014
16
Sections 204 And 205 Of The Delaware General Corporation Law Enacted
On April 1, 2014, new provisions of the Delaware General Corporation Law went into effect, Sections 204 and 205 of the DGCL.
United States
3 Jun 2014
17
Delaware Dissolution Procedures: The Extent Of Potential Director Liability
Section 281(b) of the Delaware General Corporation Law makes clear that as to future claims, the dissolved corporation shall adopt a plan of distribution.
United States
3 Jun 2014
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