Publications

Delaware case law has long discussed the directors' fiduciary duties of care and loyalty to the corporation and its stockholders in absolute terms.

The debate over whether ad hoc or informal committees or groups of creditors or interest holders (“ad hoc committees”) must comply with Bankruptcy Rule 2019 recently intensified due to a split among several Bankruptcy Court decisions.

Vice Chancellor J. Travis Laster's recent decisions in Global Asset Capital, LLC v. Rubicon US REIT, Inc. and NACCO, Inc. v. Applica Incorporated provide good examples of Delaware's approach to analyzing bargained-for deal protection devices.

In two recent decisions—Dubroff v. Wren Holdings, LLC and Berger v. Pubco Corporation—the Delaware Court of Chancery expanded the substantive fiduciary disclosure obligations flowing from statutory notice requirements when a corporation takes action by written consent of stockholders or provides notice of appraisal.

NACCO Industries Inc. v. Applica Inc. No. 2541-VCL (Del. Ch. Dec. 22, 2009), highlights the expanded role that Delaware courts will play to ensure Delaware entities do not engage in fraud.

The Delaware Supreme Court recently affirmed the Court of Chancery's May 2009, opinion in San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc. in a summary order.

Whether they are seeking to improve their governance score, or are responding to specific calls from significant or activist stockholders, many boards have considered eliminating their staggered boards.

This article reviews some of the many factors that a corporation may consider when adopting a proxy access bylaw under Delaware law and compares the flexible bylaw provisions to the fixed analogues of the proposed mandatory federal regime.

In response to the current economic crisis and near failure of the financial system, President Barack Obama and the members of his administration have proposed sweeping regulatory reforms of the financial services industry.