On October 31, 2008, Governor Minner signed into law the Delaware Uniform Common Interest Ownership Act.

Delaware's Statute of Frauds Applies to LLC Agreements

As the economy travels its roller-coaster path, deal lawyers are constantly in danger of drafting merger provisions that deal with yesterday’s problems. During the frothy “up” market that developed after the Internet bubble burst in 2000, deal lawyers paid relatively little attention to remedies provisions. Relatively few deals fell through in the go-go days of 2005…

During the past few months, the Delaware courts have issued several opinions that raise important issues for Delaware corporations and their advisors.

The Delaware Court of Chancery denies petition for judicial dissolution, finding that judicial dissolution is a limited remedy.

Delaware Bankruptcy Court holds that timing of employee termination -- pre-petition or post-petition -- determines whether WARN Act damages are accorded administrative expense priority.

President George W. Bush signed into law amendments to the Americans with Disabilities Act (“ADA”) that will clarify and expand the protections afforded to disabled individuals.

The Brown Schools opinion dismissed a cause of action for deepening insolvency, but declined to dismiss a traditional cause of action for breach of fiduciary duty. In doing so, the court determined not to dismiss what the defendants called a “disguised” deepening insolvency claim, though the earlier decision of Radnor Holdings did just that. This article…

As a results of economic factors, as well as specific developments in Delaware law, the authors predict an increase in proxy contests and suggest a number of steps that issuers may consider taking to augment their preparedness for such a contest. Specifically, the authors suggest reviewing bylaws in light of the JANA Master Fund, Ltd v.…

Much has been written about the origins, history and development of deepening insolvency. It is beyond the scope of this article to describe that history in detail here. However, a very brief background is necessary to aid an understanding of how Brown Schools, Radnor and Troll Communications fit into the paradigm.…