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KNOWLEDGE CENTER
Publications
Federal District Court Holds Delaware's Unclaimed Property Estimation Methods Violate the Constitution
July 6, 2016
Obeid v. Hogan
: Delaware Court of Chancery Addresses Authority to Delegate Under Section 18-407 of the Delaware Limited Liability Company Act
June 13, 2016
In re Appraisal of Dell Inc.
: Delaware Court of Chancery Provides Guidance on "Dissenting Stockholder" Requirement
May 12, 2016
2016 Proposed Amendments to the General Corporation Law of the State of Delaware
April 2016
Disclaiming Reliance on Extra-Contractual Representations under Delaware Law
April 2016
2016 Amendments to the General Corporation Law of the State of Delaware
March 16, 2016
Amalgamated Bank v. Yahoo! Inc.
: Court of Chancery Orders Production of Emails and Other Electronically Stored Documents in Response to Section 220 Demand Relating to Hiring and Termination of Executive
February 25, 2016
In re EZCorp Inc. Consulting Agreement Derivative Litigation
: Court of Chancery Applies Entire Fairness Scrutiny to Contract Between Controlling Stockholder and Corporation Despite Approval by Independent Committee
February 25, 2016
In re Trulia, Inc. Stockholder Litigation
: Court of Chancery Rejects Disclosure-Only Settlement and Signals New Era of Increased Scrutiny
February 25, 2016
In re Genelux Corporation
and
In re Baxter International Inc.
: Court of Chancery Provides Guidance Regarding the Scope of Section 205 of the DGCL
February 25, 2016
In re El Paso Pipeline Partners, L.P. Derivative Litigation
: Court of Chancery Suggests a New Approach to Evaluating Claims that Are Both Direct and Derivative
February 25, 2016
RBC Capital Markets, LLC v. Jervis
: Delaware Supreme Court Affirms Liability of Financial Advisor for Aiding and Abetting Breaches of Fiduciary Duty
February 25, 2016
In re Vaalco Energy, Inc. Stockholder Litigation
: Court of Chancery Finds that Certificate and Bylaw Provisions Providing that Directors May Be Removed for Cause Only Are Invalid Unless Board Is Classified or Corporation Has Cumulative Voting
February 25, 2016
Corwin v. KKR Financial Holdings LLC
: Delaware Supreme Court Affirms Application of Business Judgment Review to Transaction Approved by Fully Informed, Uncoerced Majority of Disinterested Stockholders
February 25, 2016
Recent Delaware Corporate Law Updates
February 25, 2016
The New Paradigm (Burden) Shift: The Business Judgment Rule After
KKR
December 2015
Corwin v. KKR Financial Holdings LLC
: Delaware Supreme Court Clarifies that Approval by Fully Informed Vote of Disinterested Stockholders Invokes Business Judgment Rule for Review of Merger
October 2, 2015
Recent Delaware Court of Chancery Opinion Provides Guidance on Advancement and Indemnification
October 2015
Gorman v. Salamone
: Court of Chancery Invalidates Bylaw Granting Stockholders the Power to Remove and Replace Officers
August 6, 2015
Lazard Technology Partners, LLC v. QinetiQ North America Operations LLC
: Delaware Supreme Court Upholds Rejection of Implied Covenant of Good Faith and Fair Dealing Claims on Contractual Provision Employing an Intent Standard
August 6, 2015
Merlin Partners LP v. AutoInfo, Inc.
and
In re LongPath Capital, LLC v. Ramtron International Corporation
: Court of Chancery Defers to Merger Price in Determining Fair Value
August 6, 2015
In re Molycorp, Inc. Shareholder Derivative Litigation
: Court of Chancery Dismisses Derivative Action Based on Terms of Registration Rights Agreement
August 6, 2015
Quadrant Structured Products Company, Ltd. v. Vertin
: Court of Chancery Holds that Delaware Law Does Not Impose a Continuous Insolvency Requirement for a Creditor to Maintain Derivative Standing
August 6, 2015
Recent Delaware Corporate Law Updates
August 6, 2015
Hill International, Inc. v. Opportunity Partners L.P.
: Delaware Supreme Court Affirms Court of Chancery's Grant of Mandatory Injunction and Provides Guidance on Drafting Advance Notice Bylaws
July 6, 2015
Delaware Supreme Court Provides Guidance on Drafting Advance Notice Bylaws
July 2015
Delaware Governor Jack Markell Signs Legislation Amending the Delaware General Corporation Law
June 24, 2015
New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices
June 2015
Cornerstone
and
Zhongpin
Reversed: Independent Directors May Be Dismissed Under Exculpatory Provisions Regardless of Standard of Review
May 14, 2015
Introducing Delaware's Rapid Arbitration Act
May 2015
In re El Paso Pipeline Partners, L.P. Derivative Litigation
: Delaware Court of Chancery Awards Damages in a Lawsuit Challenging an MLP Dropdown Transaction
April 20, 2015
Delaware Adopts Rapid Arbitration Act
April 13, 2015
2015 Amendments to the General Corporation Law of the State of Delaware
April 13, 2015
Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections
March 2015
Delaware Innovates to Create a World-Class Arbitration Regime
March 19, 2015
The Current State of Fee-Shifting Provisions
March 17, 2015
Recent Developments in Delaware Corporate Law
Spring 2015
What Statute of Limitations Applies? The Effect of the Delaware Borrowing Statute on Claims Governed by Foreign Law
March 2015
Cigna Health & Life Insurance Company v. Audax Health Solutions, Inc.
: Court of Chancery Invalidates Claims Release and Indemnification Provisions in Private Company Merger
February 17, 2015
Cooper Tire & Rubber Company v. Apollo (Mauritius) Holdings Pvt. Ltd.
: Court of Chancery Interprets "Ordinary Course" Covenant and Holds that Business Disruption Prevents Merger Target from Complying with Merger Covenants
February 17, 2015
Quadrant Structured Products Co., Ltd. v. Vertin
: Court of Chancery Declines to Extend Contemporaneous Ownership Requirement to Derivative Claims of Creditors and Dismisses Claims Against Board of Directors Related to "Risk-On" Business Strategy
February 17, 2015
Court of Chancery Addresses Whether a Minority Stockholder Constitutes a Controlling Stockholder at Motion to Dismiss Stage in Recent M&A Cases
February 17, 2015
In re Comverge, Inc. Shareholders Litigation
: Court of Chancery Declines to Dismiss Claims that Termination Fee Together with Bridge Financing Agreement Precluded Alternative Offers
February 17, 2015
Merion Capital LP v. BMC Software, Inc.
and
In re Appraisal of Ancestry.com, Inc.
: Court of Chancery Rejects Challenges to Standing of Appraisal Arbitrageurs to Petition for Appraisal
February 17, 2015
Recent Delaware Corporate Law Updates
February 17, 2015
Orckit Communications Ltd. v. Networks
3
Inc. et al.
: Court of Chancery Upholds Provision Providing for Sole Discretion "Not to Be Subject to the Implied Covenant of Good Faith and Fair Dealing"
February 17, 2015
C&J Energy Services, Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust
: Delaware Supreme Court Reverses Entry of Mandatory Preliminary Injunction
December 19, 2014
In re Family Dollar Stores, Inc. Stockholder Litigation
: Delaware Court of Chancery Declines to Issue Preliminary Injunction in the Face of a Competing Proposal
December 19, 2014
Recent Chancery Court Opinions on Ripeness
December 10, 2014
Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP
: Court of Chancery Denies Motions to Dismiss Fraud Claims in Private Company Acquisition
December 1, 2014
In re KKR Financial Holdings LLC Shareholder Litigation
: Court of Chancery Rejects Controlling-Stockholder Allegations and Dismisses Merger Case Under Business Judgment Rule
October 14, 2014
In re Rural/Metro Corporation Stockholders Litigation
: Court of Chancery Assesses Damages in Aiding and Abetting Case against Financial Advisor
October 11, 2014
City of Providence v. First Citizens Bancshares, Inc., et al.
: Court of Chancery Upholds Board-Adopted Forum-Selection Bylaw Requiring Intra-Corporate Litigation to Be Brought in a North Carolina Forum
September 8, 2014
Strategic Adoption of Forum-Selection Bylaws
September 3, 2014
Chancery Appoints Liquidating Trustee to Assist With Windup
August 27, 2014
Chancery Dismisses Stockholder Suit Over Expedia CEO Award
July 30, 2014
Delaware Unclaimed Property Update: Secretary of State Voluntary Program Entrance and Resolution Deadlines Extended
July 14, 2014
Special Committees: Law and Practice
June 25, 2014
Proposed Amendments to the DGCL to Limit Applicability Of the Delaware Supreme Court's Holding in 'ATP Tour'
June 18, 2014
ATP Tour, Inc. v. Deutscher Tennis Bund
: The Delaware Supreme Court Upholds the Facial Validity of a Fee-Shifting Provision in the Bylaws of a Delaware Nonstock Corporation
June 12, 2014
Hamilton Partners, L.P. v. Highland Capital Management, L.P.
: Court of Chancery Considers a 48% Stockholder and Majority Debt Holder a Controlling Stockholder and Declines to Dismiss Class Action Challenging Going-Private Transaction
June 12, 2014
Houseman v. Sagerman
: Court of Chancery Concludes that Failure to Obtain a Fairness Opinion Does Not Necessarily Constitute Bad Faith
June 12, 2014
Chen v. Howard-Anderson
: Court of Chancery Distinguishes
Lyondell
and Explains Application of Exculpatory Provisions in Change of Control Cases
June 12, 2014
In re Orchard Enterprises
: Distinguishing
MFW
, Court of Chancery Rules That Defendants Must Prove Entire Fairness of Squeeze-Out Merger Notwithstanding Special Committee Negotiation and Majority of the Minority Stockholder Approval
June 12, 2014
In re Answers
: Court of Chancery Reaffirms Latitude Granted to a Board with a Majority of Independent and Disinterested Directors in Conducting a Sales Process
June 12, 2014
Recent Delaware Corporate Law Updates
June 12, 2014
Chancery Court Decides First Action Under New Section 205
May 7, 2014
Third Point LLC v. Ruprecht
: Court of Chancery Denies Preliminary Injunction Against Annual Meeting of Sotheby's Stockholders, Applies
Unocal
Standard of Review to Contested Stockholder Rights Plan
May 5, 2014
2014 Proposed Amendments to the General Corporation Law of the State of Delaware
May 2014
Proposed Amendments to the General Corporation Law of the State of Delaware in 2014
April 15, 2014
Considerations in Drafting Board Observer Arrangements
April 2004
Kahn v. M&F Worldwide Corp.
: Delaware Supreme Court Affirms
In re MFW
, Holds that Controlling Stockholder Buyouts Can Receive Business Judgment Review if Conditioned
Ab Initio
on Dual Procedural Protections
March 14, 2014
In re Rural Metro Corporation Stockholders Litigation
: Court of Chancery Holds Financial Advisor Liable for Aiding and Abetting Breaches of Fiduciary Duty
March 8, 2014
Recent Developments in Delaware Corporate Law
Spring 2014
Restoring Equity: Delaware's Legislative Cure for Defects in Stock Issuances and Other Corporate Acts
February 2014
Words that Matter: Considerations in Drafting Preferred Stock Provisions
January 2014
Klaassen v. Allegro
: Implementing the Stockholders' Agreement
December 4, 2013
Activision Blizzard, Inc. v. Hayes
: Delaware Supreme Court Holds that Corporation's Purchase of its Own Stock Is Not a "Business Combination" Requiring Stockholder Approval Under Certificate of Incorporation
December 2, 2013
Delaware Coalition for Open Government, Inc. v. Strine, et al.
: Third Circuit Holds Court of Chancery's Confidential Arbitration Program Unconstitutional
December 2, 2013
Klaassen v. Allegro Development Corp.
: Court of Chancery Upholds Removal of CEO and Determines Composition of Board of Directors
December 2, 2013
In re Morton's Restaurant Group, Inc. S'holders Litig.
: Alleged Controlling Stockholder Fits Within Safe Harbor by Sharing Control Premium
Pro Rata
With Minority Stockholders in Third-Party Deal
December 2, 2013
Viacom International, Inc. v. Winshall
: Delaware Supreme Court Reaffirms Judicial Deference to Arbitrator's Decisions on Procedural Arbitrability
December 2, 2013
In re BioClinica
: Court of Chancery Dismisses Claims that Well-Shopped Transaction Supported by Allegedly "Weak" Fairness Opinion Constituted Breach of Fiduciary Duty
December 2, 2013
Boilermakers Local 154 Retirement Fund, et al. v. Chevron Corp., et al.
and
IClub Inv. P'ship v. FedEx Corp., et al.
: Appeal of Forum Selection Bylaw Decision Voluntarily Dismissed
December 2, 2013
Recent Delaware Corporate Law Updates
December 2, 2013
Court of Chancery Holds that Attorney-Client Privilege Passes to the Surviving Corporation in a Merger
November 15, 2013
Proxy Access by Private Ordering: A Review of the 2012 and 2013 Proxy Seasons
November 2013
Delaware Courts May Award Expectation Damages for a Breach of an Obligation to Negotiate in Good Faith
October 2013
Mitigating Financial Adviser Conflicts With Second Adviser
August 28, 2013
In re Trados Shareholders Litigation
: Court of Chancery Finds Decision to Approve Merger Entirely Fair
August 16, 2013
Preserving (or Limiting) Contractual Claims to Address 'Sandbagging'
July 24, 2013
Conclusive Presumption of Good Faith in MLP Agreements
July 3, 2013
Court of Chancery Upholds Forum-Selection Bylaws Under the Delaware General Corporation Law Against Facial Challenge
June 25, 2013
In re NYSE Euronext Shareholders Litigation
: Court of Chancery Criticizes Recommendation Provision in Merger Agreement
June 18, 2013
Koehler v. NetSpend Holdings, Inc.
: Court of Chancery Determines that Board Employed an Unreasonable Process, but Declines to Issue Injunction
June 18, 2013
In re Primedia, Inc. Shareholders Litigation
: Court of Chancery Addresses Board's Alleged Failure to Obtain Value for a Derivative Claim Extinguished by Merger
June 18, 2013
In re Wayport, Inc. Litigation
: Court of Chancery Applies "Special Facts" Standard to Fiduciary Duty Claims Arising out of Stock Purchase Transaction Between Minority Common Stockholder and Preferred Stockholder
June 18, 2013
Pyott v. Louisiana Municipal Police Employees' Retirement System
: Delaware Supreme Court Gives Preclusive Effect to Dismissal of Derivative Suit by California Federal Court and Rejects "Fast Filer" Presumption
June 18, 2013
Carsanaro v. Bloodhound Technologies, Inc
: Court of Chancery Allows Plaintiffs' Challenge to Venture Capital Preferred Financings to Proceed
June 18, 2013
Recent Delaware Corporate Law Updates
June 18, 2013
Significant Proposed Amendments to the General Corporation Law of the State of Delaware
June 2013
In re MFW Shareholders Litigation
: Court of Chancery Rules That Dual-Protection Mechanism Results in Business Judgment Review
May 29, 2013
Disclosure of Management Projections Under Delaware Law
May 22, 2013
Recent Developments in Delaware Corporate Law
Summer 2013
Streamlining Two-Step Mergers With Proposed Amendment to DGCL
April 24, 2013
'Don't Ask, Don't Waive' Provisions Questioned in Pair of Del. Decisions
April 15, 2013
The Equitable Case for Ratification
March 27, 2013
Significant Proposed Amendments to the General Corporation Law of the State of Delaware in 2013: Ratification, Second-Step Mergers, Public Benefit Corporations and Other Matters
March 20, 2013
Court of Chancery Provides Guidance Regarding "Don't Ask, Don't Waive" Provisions of Standstill Agreements
March 11, 2013
South v. Baker
: Court of Chancery Dismisses
Caremark
Claim with Prejudice to Named Plaintiffs Only
March 11, 2013
Metropolitan Life Insurance Company v. Tremont Group Holdings, Inc.
: Plaintiff Did Not Transform Derivative Claims into Direct Claims by Opting Out of Federal Settlement
March 11, 2013
In re Novell, Inc. Shareholder Litigation
: Allegations that Board Treated Bidders in Materially Different Manner Stated Claim that Board Acted in Bad Faith
March 11, 2013
Dent v. Ramtron
: Disclosure of Management Projections Not Required Where Such Disclosure Would Be Merely Consistent With Other Information in Proxy Statement
March 11, 2013
In re BJ's Wholesale Club Shareholders Litigation
: Court of Chancery Dismisses Claim That Directors Breached
Revlon
Duties
March 11, 2013
Recent Delaware Corporate Law Updates
March 11, 2013
Kallick v. SandRidge Energy, Inc.
: Preliminary Injunction Issued for Board's Failure to Approve Insurgent Slate for Purposes of Credit Agreement
March 11, 2013
Meso Scale Diagnostics, LLC, v. Roche Diagnostics GMBH
: Reverse Triangular Merger Did Not Result in an Assignment by Operation of Law
March 11, 2013
Recent Developments in Delaware Corporate Law
Spring 2013
Delaware Insider: Executive Compensation Lessons from
Freedman v. Adams
March 2013
In re Celera Corporation Shareholder Litigation
: Supreme Court Finds Abuse of Discretion in Trial Court's Decision Not to Allow Discretionary Opt-Out Right
December 27, 2012
Louisiana Municipal Police Employees' Ret. Sys. v. Pyott
: Court of Chancery Holds that Dismissal on Demand Futility Grounds Is Not Entitled to Preclusive Effect in an Action Filed by a Different Stockholder Plaintiff
September 5, 2012
Zucker v. Andreesen
: Court of Chancery Dismisses Complaint Challenging Hewlett-Packard CEO's Severance Package and the Board's Failure to Plan for CEO Succession
September 5, 2012
Martin Marietta Materials, Inc. v. Vulcan Materials Co.
: Delaware Supreme Court Affirms Four-Month Delay of Hostile Exchange Offer Based on Violations of Confidentiality Agreements
September 5, 2012
In re Appraisal of Orchard Enterprises, Inc.
: Court of Chancery Declines to Give Liquidation Preference of Preferred Stock Effect in Appraisal of Common Stock
September 5, 2012
Keyser v. Curtis
: Sole Director's Issuance of Super-Voting Preferred Stock to Himself Fails Entire Fairness Review
September 5, 2012
In re Synthes, Inc. S'holder Litig.
: Court of Chancery Holds that the Business Judgment Rule Applies Where Controlling Stockholder Receives
Pro Rata
Share of Merger Consideration
September 5, 2012
Recent Delaware Corporate Law Decisions and Amendments to Delaware's General Corporation Law
September 5, 2012
2012 Amendments to the General Corporation Law of the State of Delaware
September 5, 2012
Supreme Court Affirms Damages and Fee Award in
Southern Peru
August 27, 2012
2012 Amendments to the General Corporation Law of the State of Delaware
August 2012
Recent Delaware Corporate Law Decisions
June 5, 2012
Forsythe v. ESC Fund Management
: Court of Chancery Resolves Objections to Settlement by Giving Objectors Option to Continue Litigation Subject to Posting Secured Bond in Amount of Settlement Consideration
June 5, 2012
In re Comverge
: Court of Chancery Denies Preliminary Injunction, Declining to Second-Guess Directors' Debatable but Reasonable Tactical Choices
June 5, 2012
Gearreald v. Just Care, Inc.
: In Appraisal Proceeding, Court of Chancery Determines Fair Value of Company to Be $34 Million—$6 Million Less than Acquisition Price
June 5, 2012
In re Answers
: Court of Chancery Denies Motion to Dismiss, Finding Adequate Allegations that Directors Conceivably Could Have Acted in Bad Faith by "Consciously Disregarding" Their Duties in Sale of Company
June 5, 2012
Frank v. Elgamal
: Court of Chancery Finds Allegations of "Control Group" Sufficient to Invoke Entire Fairness Review of Merger
June 5, 2012
In re Celera
: Court of Chancery Criticizes Representative Plaintiff's Sale of Shares During Lawsuit and Comments on "Don't-Ask-Don't-Waive" Standstills
June 5, 2012
In re Micromet
: Court of Chancery Denies Stockholder-Plaintiffs' Motion for Preliminary Injunction, Finding Market Check to Be Reasonable and Deal Protection Measures to Be Non-Preclusive
June 5, 2012
Central Laborers Pension Fund v. News Corp.
: Delaware Supreme Court Affirms Dismissal of Section 220 Books and Records Request for Failure to Strictly Comply With the Statutory "Form and Manner" Requirements
June 5, 2012
RAA Management, LLC v. Savage Sports Holdings
: Delaware Supreme Court Affirms Dismissal of Fraud Claims Based Upon Non-Reliance and Waiver Provisions of NDA
June 5, 2012
Super Lawyers
Attorney Spotlight - Delaware Corporate Litigator Greg Williams Represents Business Titans
2012
Martin Marietta Materials, Inc. v. Vulcan Materials Co.
: Court of Chancery Upholds Confidentiality Agreements and Temporarily Enjoins Hostile Bid
May 5, 2012
Chancery Finds Allegations of 'Control Group' Sufficient to Invoke Entire Fairness Review of Merger
April 25, 2012
Director Liability: From
Van Gorkom
to
Southern Peru
and Beyond
April 2012
In re Delphi Financial Group Shareholder Litigation
: Court of Chancery Addresses Control Premiums in Dual Class Common Stock Setting
March 7, 2012
In re Appraisal of Aristotle Corp.
: Court of Chancery Finds No Standing for Fiduciary Duty of Disclosure Claims Brought Belatedly by Appraisal Petitioners
March 2, 2012
Steinhardt v. Howard-Anderson
: Court of Chancery Sanctions Representative Plaintiffs for Improper Trading Practices
March 2, 2012
Sherwood v. Chan
: Court of Chancery Grants Temporary Restraining Order Enjoining Corporation's Annual Meeting for 20 Days to Allow Adequate Time for Corrective Disclosures and Consideration of a Competing Slate of Director Nominees
March 2, 2012
In re Compellent Technologies, Inc. Shareholder Litigation
: Court of Chancery Awards Fee for Settlement that Reduced Buyer-Friendly Deal Protections
March 2, 2012
SV Investment Partners, LLC v. ThoughtWorks, Inc.
: Delaware Supreme Court Affirms Court of Chancery Decision Without Addressing Whether "Funds Legally Available" Is Equivalent to "Surplus"
March 2, 2012
Recent Delaware Corporate Law Decisions
March 2, 2012
Dweck v. Nasser
: In Classic Usurpation of Corporate Opportunity Case, the Court of Chancery also Imposes Joint and Several Liability on an Officer for Failure to Act in the Face of a Known Duty to Act
March 2, 2012
Shiftan v. Morgan Joseph Holdings, Inc.
: Court of Chancery Finds that Non-Speculative Future Redemption Right of Preferred Stockholders Must Be Taken into Account in an Appraisal
March 2, 2012
Notice, Cooperation, and Consent: Common Insurance Issues Arising in Delaware Deal Litigation
February 2012
Drafting a Mandatory Put Provision for Preferred Stock after
ThoughtWorks
January 23, 2012
Delaware's Next Step: Developments in the Step-Transaction Doctrine
January 17, 2012
Gerber v. Enterprise Products Holdings, LLC
: Court of Chancery Upholds Contractual Modifications of Fiduciary Duties
January 12, 2012
Chancery Court: Receiver May Be Necessary to Resolve Decades-Old Asbestos Claims
December 7, 2011
Revisiting the Special Committee Process: 'In re Southern Peru Copper Corporation'
November 30, 2011
Recent Delaware Corporate Law Decisions
October 31, 2011
Alta Berkeley VI C.V. v. Omneon, Inc.: Delaware Superior Court's Complex Commercial Litigation Division Construes Corporation's Certificate of Incorporation Against Former Preferred Stockholders
October 31, 2011
Bank of New York Mellon Trust Co. v. Liberty Media Corp.: Delaware Supreme Court Applies New York Law to "Substantially All" Provision of Indenture and Declines to Aggregate Series of Dispositions
October 31, 2011
Amirsaleh v. Board of Trade: Delaware Supreme Court Emphasizes Requirements for a Waiver of Contractual Rights to be Retracted
October 31, 2011
Central Mortgage Co. v. Morgan Stanley Mortgage Capital Holdings LLC: Delaware Supreme Court Holds that the Governing Pleading Standard in Delaware to Survive a Motion to Dismiss is Reasonable Conceivability
October 31, 2011
New Jersey Carpenters Pension Fund v. infoGROUP, Inc.: Court of Chancery Finds Complaint Adequately States Claim that Entire Board Dominated by the Company's Largest Stockholder
October 31, 2011
Johnston v. Pedersen: Court of Chancery Holds That Directors Violated Their Duty Of Loyalty When Issuing Preferred Stock To Friendly Stockholders
October 31, 2011
In re OPENLANE, Inc. Shareholders Litigation: Court of Chancery Denies Injunction Motion Where Merger Agreement Lacks Fiduciary Out
October 31, 2011
In re Southern Peru Copper Corp. Shareholder Derivative Litigation
: Court of Chancery Grants Billion Dollar Damage Award
October 17, 2011
In re Goldman Sachs Group, Inc. Shareholder Litigation: Court of Chancery Dismisses Compensation and Oversight Claims Against Directors
October 13, 2011
Valid Issuance of Capital Stock
September 7, 2011
Chancery Court Sensitive to Potential Conflicts of Financial Advisors in M&A
September 7, 2011
2011 Amendments to the General Corporation Law of the State of Delaware
August 2011
Fair Summary II: An Update on Delaware's Disclosure Regime Regarding Fairness Opinions
August 2011
The Wheels Are Falling Off the Privilege Bus: What Deal Lawyers Need to Know to Avoid the Crash
August 2011
2011 Amendments to the General Corporation Law of the State of Delaware
August 1, 2011
In re Smurfit-Stone Container Corp. Shareholder Litigation: Court of Chancery Considers Applicability of Revlon in Cash/Stock Transaction
August 1, 2011
Krieger v. Wesco Financial Corporation: Court of Chancery Applies Unified Standard of Review to Controlling Stockholder Transaction and Considers Entitlement to Appraisal Rights in Cash/Stock Election Transaction
August 1, 2011
In re Orchid Cellmark Inc. Shareholder Litigation: Court of Chancery Addresses Deal Protections and Adequacy of Disclosures
August 1, 2011
In re Massey Energy Company Derivative and Class Action Litigation: Court of Chancery Discusses Valuation of Potential Derivative Claims and Declines to Enjoin Merger
August 1, 2011
In re Del Monte Foods Company Shareholders Litigation: Court of Chancery Awards Plaintiff's Counsel $2.75 Million in Attorneys' Fees and Expenses for Supplemental Disclosures
August 1, 2011
Kahn v. Kohlberg Kravis Roberts & Co., L.P.: Delaware Supreme Court Holds that Derivative Claims for Insider Trading Need Not Plead Actual Harm to Corporation
August 1, 2011
Goggin v. Vermillion, Inc.: Court of Chancery Applies Airgas to Address Timing of Annual Meeting
August 1, 2011
Delaware Laws & Programs Affecting Business - 2011 Edition
July 2011
Arbitration in the Delaware Court of Chancery
July 2011
Court of Chancery Clarifies the Reach of
Revlon
in Mixed Consideration Deals
June 2011
Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH: Court of Chancery Considers Whether a Reverse Triangular Merger is an Assignment by Operation of Law
April 28, 2011
S. Muoio & Co. LLC v. Hallmark Entertainment Investments Co., et al.: Court of Chancery Upholds Recapitalization as Entirely Fair
April 28, 2011
Olson v. ev3, Inc., et al.: Court of Chancery Addresses Validity of Top-Up Option
April 28, 2011
Fletcher International, Ltd. v. ION Geophysical Corp.: Court of Chancery Interprets Consent Right of Preferred Stockholder
April 28, 2011
In re Atheros Communications, Inc. Shareholder Litigation: Court of Chancery Requires Disclosure of Percentage of Financial Advisory Fees That Were Contingent on Transaction Closing
April 28, 2011
What To Do About Informational Conflicts Involving Designated Directors
April 2011
Reviewing the Standards of Review in Delaware
March 2011
Air Products & Chemicals, Inc. v. Airgas, Inc.: Court of Chancery Declines to Enjoin Airgas Poison Pill
February 16, 2011
In re Del Monte Foods Company Shareholders Litigation: Court of Chancery Enjoins Stockholder Vote and Enforcement of Deal Protection Provisions
February 15, 2011
Recent Delaware Corporate Law Decisions
February 1, 2011
In re Art Technology Group, Inc. Shareholders Litigation and Steinhardt v. Howard-Anderson: Court of Chancery Enjoins Two Transactions Pending Additional Disclosures and Comments on Applicability of Revlon to Mixed Consideration Transaction
February 1, 2011
SV Investment Partners, LLC v. ThoughtWorks, Inc.: Court of Chancery Interprets Redemption Rights of Preferred Stockholder
February 1, 2011
Blades v. Wisehart: Court of Chancery Confirms that Strict Adherence to Corporate Formalities Required in Implementing a Stock Split
February 1, 2011
Scully v. Nighthawk Radiology Holdings, Inc.: Court of Chancery Questions Potential Collusive Forum Shopping in Settlement of Stockholder Litigation
February 1, 2011
Narrowstep, Inc. v. Onstream Media Corp.: Court of Chancery Relies on United States Supreme Court's Twombly Motion to Dismiss Standard in Analyzing Failed Merger Claims Against Acquiror
February 1, 2011
King v. VeriFone Holdings, Inc.: Derivative Plaintiffs May Inspect Books and Records After Filing Derivative Action
February 1, 2011
Golden Telecom, Inc. v. Global GT LP and Roam-Tel Partners v. AT&T Mobility Wireless Op. Holdings Inc.: Developments in the Law of Appraisal
February 1, 2011
New Day for Nonstock Corporations: The 2010 Amendments to Delaware's General Corporation Law
February 2011
In re John Q. Hammons Hotels Inc. Shareholder Litigation: Delaware Court of Chancery Rules In Favor Of Controlling Stockholder After Trial
January 14, 2011
Airgas, Inc. v. Air Products and Chemicals, Inc.: Delaware Supreme Court Reverses Chancery Court Ruling on Terms of Directors Serving on Classified Boards
November 23, 2010
An Overview of Delaware-Specific Issues for Stockholders' Meetings
November 17, 2010
In re Cogent, Inc. Shareholder Litigation: Court of Chancery Allows Tender Offer to Proceed, Finding that Deal Protection Devices, Including the Use of a Top-Up Option, Were Not Unreasonably Preclusive
October 28, 2010
Aveta Inc. v. Cavallieri: Court of Chancery Holds that Non-Signatories Are Bound By Terms of Purchase Agreement, Including the Forum Selection Clause, and Upholds Irrevocable Authority of Stockholders' Representative
October 28, 2010
Recent Delaware Corporate Law Decisions and Amendments to Unclaimed Property/Escheat Laws
October 28, 2010
Lambrecht v. O'Neal: Delaware Supreme Court Clarifies Standing Requirements for Maintaining a "Double Derivative" Suit Under Delaware Law
October 28, 2010
Delaware Amends Unclaimed Property/Escheat Laws
October 28, 2010
WaveDivision Holdings, LLC v. Millennium Digital Media Systems, L.L.C.: Court of Chancery Makes Clear that a Fiduciary Out Is Not Required so Long as There Was No Breach of Fiduciary Duty When Entering into the Contract
October 28, 2010
City of Westland Police & Fire Retirement System v. Axcelis Technologies, Inc.: Delaware Supreme Court Clarifies Section 220 Standard in the Context of a Board-Adopted "Plurality Plus" Governance Policy
October 28, 2010
eBay Domestic Holdings, Inc. v. Newmark: Court of Chancery Rescinds Private Company's Poison Pill and Right of First Refusal Agreement; Upholds Staggered Board Amendments
October 28, 2010
In re Dollar Thrifty Shareholder Litigation and Forgo v. Health Grades, Inc.: Value Maximization Under Revlon
October 28, 2010
Delaware Supreme Court Sanctions Use of 4.99 Percent NOL Poison Pill Using
'Unocal'
Analysis, as Modified by
'Unitrin'
October 13, 2010
Airgas, Inc. v. Air Products and Chemicals, Inc.: Court of Chancery Affirms Validity of Bylaw Accelerating Timing of Annual Meeting for Election of Classified Board
October 11, 2010
Versata Enterprises, Inc. v. Selectica, Inc.: The Delaware Supreme Court Upholds Adoption and Use of NOL Pill as Proper Exercise of Directors' Business Judgment Under Unocal
October 4, 2010
Poison Pills - How Effective Is Too Effective?
September 2010
Chancery Court Analysis of Rights Plan with a 20% Trigger: Yucaipa American Alliance Fund II, L.P. v. Riggio et al.
August 12, 2010
Prizm Group, Inc. v. Anderson - Court of Chancery Holds that Unsecured Promissory Note Not Valid Consideration for Issuance of Stock of a Delaware Corporation Under Pre-August 2004 DGCL
August 3, 2010
Recent Delaware Corporate Law Decisions
August 3, 2010
Olson v. ev3, Inc. - Court of Chancery Expedites Challenge of Top Up Option
August 3, 2010
Fletcher Int'l, Ltd. v. ION Geophysical Corp. - Court of Chancery Reaffirms Primarily Contractual Nature of Preferred Stockholders' Rights
August 3, 2010
Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc. and Steamfitters Local Union 447 v. Walter - Court of Chancery Addresses Disclosure of Free Cash Flow Estimates
August 3, 2010
King v. VeriFone Holdings, Inc. and Baca v. Insight Enterprises, Inc. - Court of Chancery Dismisses Books and Records Actions Filed After Derivative Actions
August 3, 2010
Selectica, Inc. v. Versata Enterprises, Inc.
: A Case Study on the Use (and Usefulness) of Experts in Delaware Corporate Litigation
August, 2010
Amendments to Delaware's Limited Liability Company, Limited Partnership and General Partnership Legislation Enacted
July 6, 2010
Amendments to Delaware General Corporation Law
June 2010
Delaware Chancery Court Addresses Standard Applicable to Controlling Stockholder Tender Offers and Mergers: In re CNX Gas Corp. Shareholders Litigation
May 26, 2010
Preferred Stockholder Consent Rights: Fletcher International, Ltd. v. ION Geophysical Corp.
May 3, 2010
Recent Delaware Corporate Law Decisions and 2010 Amendments to the DGCL
May 3, 2010
2010 Amendments to the DGCL: Nonstock Corporations, Short Form Mergers, Indemnification and Other Changes
May 3, 2010
Insider Trading Fiduciary Duty Claims: Pfeiffer v. Toll
May 3, 2010
Special Litigation Committee Investigations: London v. Tyrell
May 3, 2010
The New Revlon: Court of Chancery Guidance Regarding Pursuit of Stockholder Litigation
May 3, 2010
Fiduciary Duties to Preferred Stockholders in a Merger: LC Capital Master Fund, Ltd. v. James
May 3, 2010
The Implied Covenant of Good Faith and Fair Dealing: Nemec v. Shrader
May 3, 2010
Delaware Supreme Court Reverses Kurz v. Holbrook (In Part); Chancery's Stock Ledger Analysis is "Without Precedential Effect"
April 22, 2010
The Delaware Court of Chancery Upholds Adoption and Use of NOL Pill as Proper Exercise of Directors' Business Judgment Under Unocal
March 1, 2010
The Delaware Court of Chancery Redefines Record Holders, Addresses Vote Buying Claims and Invalidates Bylaw Amendment Resulting in Director Removal
February 13, 2010
Disclosure Obligations in Private Company Transactions under Delaware Law
February 8, 2010
Recent Delaware Corporate Law Decisions and New Court of Chancery Arbitration Rules
January 28, 2010
Delaware Corporate Law Decision - NACCO Industries, Inc. v. Applica Inc.
January 28, 2010
Delaware Corporate Law Decision - Global Asset Capital, LLC v. Rubicon US Reit, Inc.
January 28, 2010
Delaware Corporate Law Decision - Paolino v. Mace Security International, Inc.
January 28, 2010
Delaware Corporate Law Decision - Vichi v. Koninklijke Philips Electronics
January 28, 2010
Delaware Corporate Law Decision - Whittington v. Dragon Group, L.L.C.
January 28, 2010
Delaware Corporate Law Decision - TR Investors, LLC v. Genger
January 28, 2010
Delaware Corporate Law Update -The Court of Chancery Adopts New Arbitration Rules
January 28, 2010
Prediction Protection: The Delaware Supreme Court's
Amylin
Footnote
November 2009
Destaggering with Class: A Plan for Potential Targets in Troubled Times
November-December 2009
In re Citigroup
: The Birth Announcement and Obituary of the Duty of Business Performance Oversight
June 15, 2009
Kistefos AS v. Trico Marine Services, Inc.
April 14, 2009
Delaware Supreme Court in
Lyondell
Decision Updates Duties of Directors in Response to a Takeover
April, 2009
Delaware Supreme Court Reverses Chancery Court's
Lyondell
Decision
April, 2009
Lessons from the Meltdown: Remedies
March-April 2009
Amendments to the General Corporation Law of the State of Delaware
February 23, 2009
Stockholder Ratification: A Review of the Benefits and Burdens
February 2009
Loyalty's Core Demand: The Defining Role of Good Faith in Corporation Law
February 2009
Lessons from the Meltdown: MAE Clauses
Jan-Feb 2009
The Right Protection: More on Advancement and Indemnification
December 2008
Lessons from the Meltdown: Reverse Termination Fees
November 2008
Corporate Newsletter
October 31, 2008
Stormy Weather --Time to Prepare for a Potential Proxy Contest
October 2008
Trenwick America Litigation Trust v. Ernst & Young LLP
August 11, 2008
Void or Voidable? - Curing Defects in Stock Issuances Under Delaware Law
August 2008
2008 Amendments to the General Corporation Law of the State of Delaware
August 2008
Ryan v. Lyondell Chemical Co.
August 1, 2008
CA, Inc. v. AFSCME Employees Pension Plan
July 17, 2008
Commanding Officers: The Fiduciary Duties of Officers under Delaware Law
June 2008
Shareholder Police Power: Shareholders' Ability to Hold Directors Accountable for Intentional Violations of Law
May 2008
Fair Summary: Delaware's Framework for Disclosing Fairness Opinions
May 2008
Levitt Corp. v. Office Depot, Inc.
April 15, 2008
The (Mis)Application of Section 144
Spring 2008
Dealing with Dissidents: Vote-Buying and Management Slates
April 2008
What You Don't Say Can Hurt You: Delaware's Forthright Negotiator Principle
February 2008
Finding Safe Harbor: Clarifying the Limited Application of Section 144
2008
The Implications of Netsmart for Private Companies
January 2008
Winning the Class Struggle: Acquirer Strategies for Declassifying Classified Boards
January 2008
United Rentals, Inc. v. RAM Holdings, Inc. et al.
December 21, 2007
Form or Substance? The Past, Present, and Future of the Doctrine of Independent Legal Significance
November 2007
No Surprises: The Mandatory Nature of Mandatory Advancement and Indemnification
November 2007
In re CheckFree Corporation Shareholders Litigation
November 1, 2007
Delaware Corporate Update
October 4, 2007
The Price of Remorse: Paying Reverse Termination Fees to Excuse Performance
October 2007
Don't Take a Beating On Your Hit Rate
October 2007
Paying for the Privilege of Independence: Termination Fees Triggered by "Naked No Votes"
September 2007
Teleglobe USA Inc. v. BCE Inc.
July 19, 2007
Delaware Corporate Newsletter
July 11, 2007
The Shops Are Open: Delaware's New Take on Go-Shop Provisions under
Revlon
July 2007
In re The Topps Company Shareholders Litigation
June 15, 2007
Desimone v. Barrows
June 14, 2007
Delaware Law Developments: Stock Option Backdating and Spring-Loading
May 2007
Deepening Insolvency: Developments for Directors
January 2007
Stone et al. v. Ritter et al.
November 6, 2006
2006 Amendments to the General Corporation Law of the State of Delaware
July 11, 2006
Delaware Laws & Programs Affecting Business
2005
News
Richards, Layton & Finger Attorneys Named Two of the Nation's Best Lawyers Under 40
August 15, 2016
Richards Layton Leads Delaware Firms in M&A Deals
July 22, 2016
Richards, Layton & Finger Director Blake Rohrbacher Elected to ALI
June 29, 2016
Chambers USA
Honors 36 Richards, Layton & Finger Attorneys
May 27, 2016
Richards, Layton & Finger Tops Q1 2016 M&A League Tables for Delaware Firms
April 18, 2016
Richards, Layton & Finger Leads Delaware Firms in
Who's Who Legal: M&A and Governance 2016
February 12, 2016
Richards Layton Tops
The Deal
M&A League Table for 16th Straight Year
February 1, 2016
Richards, Layton & Finger Lawyers Admitted to the Delaware Bar
December 9, 2015
Richards, Layton & Finger Attorneys Named
Delaware Today
Top Lawyers
November 1, 2015
Richards, Layton & Finger Keeps the Top Spot on
The Deal
's M&A Chart
October 23, 2015
Richards, Layton & Finger Leads Delaware Firms in
Best Lawyers
August 17, 2015
Six Richards, Layton & Finger Attorneys Chosen as Lawyers of the Year
August 17, 2015
Richards, Layton & Finger Again Tops
The Deal
's M&A Chart
July 16, 2015
Richards, Layton & Finger Elects New Directors and Counsel
July 1, 2015
Richards, Layton & Finger Ranked 10th in the World for Corporate Law
May 28, 2015
34 Richards, Layton & Finger Attorneys Named in
Chambers USA
, the Most of Any Delaware Firm
May 19, 2015
Richards, Layton & Finger Again Tops
The Deal
's M&A Chart
April 27, 2015
Richards, Layton & Finger Directors Elected as Fellows of the American College of Governance Counsel
April 21, 2015
Richards, Layton & Finger Lawyers Admitted to the Delaware Bar
March 6, 2015
Richards, Layton & Finger Leads Delaware Firms as Deal Counsel in 2014
February 18, 2015
Richards, Layton & Finger Leads Delaware Firms in
Who's Who Legal: Corporate - M&A and Governance 2015
February 16, 2015
15 Richards, Layton & Finger Attorneys Named
Delaware Today
Top Lawyers
November 5, 2014
Richards, Layton & Finger Earns Top Ranking in
U.S. News – Best Lawyers
"Best Law Firms"
November 3, 2014
Richards, Layton & Finger Again Leads
The Deal
's M&A List
October 21, 2014
Richards, Layton & Finger's M&A Litigation Practice Ranked among the Best in U.S.
October 2, 2014
Richards, Layton & Finger Tops
Corporate Control Alert
's Rankings
August 29, 2014
Richards, Layton & Finger Attorneys Chosen as Lawyers of the Year in Nine Categories
August 18, 2014
Richards, Layton & Finger Tops
The Deal
M&A League Tables
August 5, 2014
Richards, Layton & Finger Director Named Among the Nation's Top 250 Women in Litigation
July 18, 2014
Three Richards, Layton & Finger Lawyers Among Five in Delaware Chosen for
International Who's Who of Commercial Litigators
July 18, 2014
Richards, Layton & Finger Leads Delaware Firms in
International Who's Who of Corporate Governance Lawyers 2014
July 1, 2014
Richards, Layton & Finger Leads Delaware Firms in
Chambers
Recognition
May 23, 2014
Richards, Layton & Finger Tops Delaware Super Lawyers Rankings
May 23, 2014
Richards, Layton & Finger Leads Delaware Firms as Deal Counsel in 2013
April 24, 2014
Two Richards Layton Attorneys Named in Lawdragon's Top 500 Lawyers in the U.S.
January 28, 2014
Five Richards Layton Attorneys Named Among the World's Best Merger & Acquisition Lawyers
November 4, 2013
Richards Layton Earns Top Ranking in
U.S. News – Best Lawyers
"Best Law Firms"
November 1, 2013
Richards Layton Leads
Delaware Today
's Top Lawyers List
October 31, 2013
Richards Layton and 12 Firm Attorneys Recognized in 2014
Benchmark Litigation
October 30, 2013
Two Richards Layton Attorneys Named Among the Top 500 Lawyers in the U.S.
October 29, 2013
Two Richards Layton Attorneys Named to Lawdragon's Top 500 Lawyers in America
May 15, 2013
Richards Layton Is Delaware Counsel on Most Corporate Deals in 2012
March 12, 2013
Richards Layton Leads Delaware Firms in
International Who's Who of Corporate Governance Lawyers 2013
February 27, 2013
Richards Layton Attorneys Named in
The International Who's Who of Merger & Acquisition Lawyers 2013
November 20, 2012
Richards Layton Ranks High in 2013
U.S. News - Best Lawyers
"Best Law Firms"
November 1, 2012
Bussard and Balotti Named 2013 Delaware Lawyers of the Year
September 14, 2012
43 Richards Layton Attorneys Named in
The Best Lawyers in America
2013
August 28, 2012
Richards Layton Directors Named in
The International Who's Who of Commercial Litigators
August 23, 2012
Richards Layton Elects Rudolf Koch and Blake Rohrbacher as Directors and Todd Coomes as Counsel of the Firm
July 1, 2012
Richards, Layton & Finger and Gregory P. Williams Recognized in
The Legal 500
June 28, 2012
35 Richards Layton Attorneys Named in 2012
Chambers USA
June 7, 2012
Two Richards Layton Attorneys Named in 2011
Lawdragon 500 Leading Lawyers in America
May 3, 2012
Eight Richards Layton Attorneys Named in 2012
International Who's Who of Corporate Governance Lawyers
March 15, 2012
Richards Layton Is Delaware Counsel on Most Corporate Deals
February 16, 2012
Four Richards Layton Directors Named in The International Who's Who of Merger & Acquisition Lawyers
December 7, 2011
Richards Layton and 14 Firm Attorneys Named in Benchmark Litigation
November 16, 2011
Richards Layton Earns High Marks in U.S. News and Best Lawyers 2011 Rankings
November 3, 2011
Six Richards Layton Attorneys Named 2012 Wilmington, DE Best Lawyers of the Year
October 5, 2011
Richards Layton Attorneys Recognized in 2012 Best Lawyers in America
September 13, 2011
Richards Layton Names New Firm Officers
July 1, 2011
33 Richards Layton Attorneys Named in 2011 Chambers USA
June 10, 2011
Richards Layton Corporate and Bankruptcy Practices Receive Top Ranking in PLC Which Lawyer?
May 18, 2011
Richards Layton Director's Report as Special Counsel Relied Upon by Court of Chancery
May 9, 2011
Richards Layton Named a Lawyers World Magazine 2011 Corporate Governance Law Firm of the Year
March 30, 2011
Seven Richards Layton Directors Named in 2011 International Who's Who of Corporate Governance Lawyers
March 23, 2011
Richards Layton Attorneys Author Special Committees: Law and Practice, Published by Oxford University Press
January 18, 2011
Gregory P. Williams Named an American Arbitration Association Neutral
January 6, 2011
Richards Layton Announces 2010 Bar Admissions
December 14, 2010
Richards, Layton & Finger and 12 Firm Attorneys Named in 2011 Benchmark Litigation
October 22, 2010
Richards Layton Team Wins Landmark Decision
October 4, 2010
Twelve Richards, Layton & Finger Directors Named in 2009 Lawdragon Leading Lawyers in America
May 19, 2010
Richards, Layton & Finger Chosen as a PLC Panel Firm
January 19, 2010
Richards, Layton & Finger Lawyers Update their Guide to Corporate Governance
January 6, 2010
Richards, Layton & Finger Director Donald A. Bussard Named Best Lawyers "Corporate Lawyer of the Year"
November 19, 2009
Four Richards, Layton & Finger Directors Named in The International Who's Who of Merger & Acquisition Lawyers
June 18, 2008
Three Richards, Layton & Finger Directors Represent the Firm at the WGLO 2008 Spring Legal Opinion Seminar
June 3, 2008
Six Richards, Layton & Finger Attorneys Named Among Lawdragon's Leading Lawyers in America
January 24, 2008