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Examining how lawyers, both in-house and outside, interact with boards of directors in times of challenge and crisis and trends in corporate law and board operations that affect companies.
Delaware Business Court Insider
By Cliff C. Gardner and TJ Rivera | March 27, 2024
"Fueled by hindsight bias," Vice Chancellor Lori W. Will explained, Caremark suits have "proliferated in Delaware" seeking to hold directors personally liable for imperfect efforts, operational struggles and business decisions. But, the court noted, a stockholder's position that the board's response to a corporate crisis merely "came too late and did too little" is insufficient under Caremark, which requires a showing that directors acted in bad faith.
6 minute read
Delaware Business Court Insider
By Ellen Bardash | March 21, 2024
ernstein Litowitz Berger & Grossman and Kessler Topaz Meltzer & Check are representing the plaintiff in the case, which brings Exchange Act claims against Chemours and several executives.
3 minute read
By Gail Weinstein, Philip Richter and Warren de Wied | March 21, 2024
This article lays out practice points in response to the Delaware Court of Chancery's recent decision in In Ap-Fonden v. Activision, which opens a new frontier for challenging a board's process in approving mergers. It discusses the significance the decision has on the merger agreement processes as well as what practitioners should consider moving forward as they navigate this decision.
18 minute read
By Alex Anteau | March 20, 2024
"This is a novel issue that doesn't come up a lot in appellate law, so we're really pleased that the Court of Appeals saw it the way we saw it," said plaintiff-appellee counsel Render Freeman of Andersen Tate & Carr.
5 minute read
By John Coffee | March 20, 2024
Few principles of law are as universally respected by U.S. courts as the "internal affairs rule." All state jurisdictions at least formally subscribe to this rule, and the Supreme Court has hinted it may be constitutionally required. Nonetheless, the New York Court of Appeals has agreed to hear a case asking the court to replace the traditional rule with an "interest-balancing" test.
11 minute read
Delaware Business Court Insider
By Ellen Bardash | March 19, 2024
The complaint is proving true a prediction made by Vice Chancellor Lori Will in a 2023 opinion anticipating shareholder suits over the corporate provisions.
3 minute read
By Chris O'Malley | March 19, 2024
"I think there is a point that they become so large that they encourage executives to take the deal, regardless of whether it is in the best interests of the shareholders," said Cindy Schipani, a professor of business law at the University of Michigan.
4 minute read
By Steve Quinlivan and Kelly Stout | March 18, 2024
A Delaware Court of Chancery decision to invalidate significant portions of a stockholder agreement could have a marked impact on public companies, impacting M&A activities such as joint ventures, settlements with activist investors and minority venture capital investments.
7 minute read
Delaware Business Court Insider
By Ellen Bardash | March 15, 2024
A motion to dismiss filed by the private equity firm's Debevoise & Plimpton attorneys argued a liquidation trustee for a soap and hair care product distributor didn't have standing to bring fraud claims and hadn't adequately pled them in the complaint.
3 minute read
By Alex Anteau | March 15, 2024
The defendant-appellees' takeaway? Become familiar with the terms of a business's operating agreement before you invest.
4 minute read
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