In re Seneca Investments LLC
The Delaware Court of Chancery denies petition for judicial dissolution, finding that judicial dissolution is a limited remedy.
In re Powermate Holding Corp.
Delaware Bankruptcy Court holds that timing of employee termination -- pre-petition or post-petition -- determines whether WARN Act damages are accorded administrative expense priority.
ADA Amendments Act of 2008
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.
Don’t Throw Away Your Deepening Insolvency Materials: Harmonizing Brown Schools with Radnor Holdings and Post-CitX Case Law: Part II
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…
Stormy Weather –Time to Prepare for a Potential Proxy Contest
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.…
Keep Your Deepening Insolvency Materials: Harmonizing Brown Schools with Radnor Holdings and Post-Citx Case Law: Part I
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.…
Author, Establishing a Presence in the US (Delaware), a PLC Special Report
R&R Capital, LLC v. Buck & Doe Run Valley Farms, LLC
Chancery Court Enforces Provision in LLC Agreement Waiving the Right to Petition for Judicial Dissolution
Trenwick America Litigation Trust v. Ernst & Young LLP
Delaware Court Of Chancery Holds That No Cause Of Action For “Deepening Insolvency” Exists Under Delaware Law
2008 Amendments to the General Corporation Law of the State of Delaware
Legislation amending the General Corporation Law of the State of Delaware (the DGCL) has been adopted by the Delaware General Assembly and was signed by the Governor of the State of Delaware on June 26, 2008. The DGCL amendments became effective upon signing by the Governor. The DGCL amendments are designed to keep Delaware law current…