In In re Complete Genomics, Inc. Shareholder Litigation, Vice Chancellor Laster questioned the validity under Delaware law of a “don’t ask, don’t waive” provision prohibiting private requests for waiver of a standstill agreement, and enjoined enforcement of the provision in that case. Several weeks later, in In re Ancestry.com Inc. Shareholder Litigation, Chancellor Strine stated that Delaware has no per se rule against “don’t ask, don’t waive” provisions, but made clear that such provisions will be subject to close scrutiny.

This publication contains recent court decisions affecting Delaware corporations and other business entities, as well as the 2012 amendments to Delaware’s corporate and alternative entity law.…

Recently, the Delaware Bankruptcy Court published its amendments to the local rules effective as of February 1, 2013.

On January 14, 2013, in Freedman v. Adams, the Delaware Supreme Court reaffirmed that executive compensation decisions are business judgments vested in the board of directors that will rarely be second-guessed absent a showing that the board acted on an ill-informed basis or in bad faith.

The Delaware Court of Chancery’s business arbitration program was barely underway when the Delaware Coalition for Open Government, a state affiliate of the National Freedom of Information Coalition, brought suit to nullify one of its central features: confidentiality of proceedings. The coalition alleged that the confidentiality provisions of the arbitration statute and the corresponding Court of…

Over the last decade and a half, Delaware’s status as the preferred jurisdiction of incorporation and entity formation has yielded the state another significant source of annual revenue in the form of abandoned or unclaimed property.

The Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq., makes certain statutory rules applicable only by default (i.e., only in situations in which members of a Delaware limited liability company have not otherwise provided in their limited liability company agreement).

On January 30, 2013, Delaware Governor Markell signed House Bill No. 2, which amended the Secretary of State VDA program.

Recently, in Burtch v. Luminescent Systems (In re AE Liquidation), the U.S. Bankruptcy Court for the District of Delaware was faced with a motion to protect from discovery documents drafted in preparation for mediation. While the court ultimately granted the motion for protective order, the decision should serve as a reminder to practitioners of the potential for discovery of documents prepared for mediation.

This Practice Note provides a background on a lender's potential environmental liabilities for issuing a loan where real property is the collateral.