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
In Prizm Group, Inc. v. Anderson, C.A. No. 4060-VCP (Del. Ch. May 10, 2010), Prizm Group, Inc., a Delaware corporation, sought a declaration that Mark E. Anderson, who was issued common stock of Prizm in exchange for an unsecured promissory note, had failed to provide valid consideration for the shares and that the shares were void ab initio or voidable at the election of Prizm.
King v. VeriFone Holdings, Inc. and Baca v. Insight Enterprises, Inc. – Court of Chancery Dismisses Books and Records Actions Filed After Derivative Actions
In two recent decisions, the Court of Chancery dismissed books and records actions under 8 Del. C. § 220 (“Section 220”) that were filed after the plaintiffs had filed derivative actions.
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
In two recent decisions, the Court of Chancery addressed the issue of disclosure of free cash flow estimates in connection with a merger.
Selectica, Inc. v. Versata Enterprises, Inc.: A Case Study on the Use (and Usefulness) of Experts in Delaware Corporate Litigation
The Delaware Court of Chancery’s decision in Selectica, Inc. v. Versata Enterprises, Inc has garnered a great deal of attention for its analysis and treatment of the low threshold poison pill used by Selectica, Inc. to protect its net operating loss carry-forwards, and the fact that it was the first time a poison pill has ever been triggered in modern memory.
Reinterpreting Section 141(e) of Delaware’s General Corporation Law: Why Interested Directors Should Be “Fully Protected” in Relying on Expert Advice
This Article concludes that Delaware courts should reconsider the application and effect of section 141(e) and allow directors, regardless of their interest in a challenged transaction, to assert section 141(e) as a defense to liability in duty of care and duty of loyalty cases if they reasonably relied in good faith on expert advice .
Delaware’s Continued Commitment to Captive Insurance
Delaware continues its commitment to establishing a reputation as a competitive domicile for licensing a captive insurance company.
Delaware Enacts Amendments to the Statutory Trust Act
Consistent with Delaware's commitment to maintaining statutes that are state-of-the-art with respect to business entities, including statutory trusts, the Delaware Statutory Trust Act was amended on July 15, 2010.
Real Estate Law Update: Technical Amendments to the DUCIOA
On July 12, 2010, Governor Markell signed into law House Bill 475, which makes certain technical amendments to the Delaware Uniform Common Interest Ownership Act.
Real Estate Law Update: New Requirements for Residential Developers
On June 10, 2010, Governor Markell signed into law two bills that have a significant effect on developers of residential communities in Delaware.
Amendments to Delaware’s Limited Liability Company, Limited Partnership and General Partnership Legislation Enacted
The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA) and the Delaware Revised Uniform Partnership Act (DRUPA).
