Chancery Court Enforces Provision in LLC Agreement Waiving the Right to Petition for Judicial Dissolution

Delaware Court Of Chancery Holds That No Cause Of Action For “Deepening Insolvency” Exists Under Delaware Law

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…

It is not unusual for a Delaware corporation’s stock records to have omissions or procedural defects raising questions as to the valid authorization of some of the outstanding stock. Confronted with such irregularities, most corporate lawyers would likely attempt to cure the defect through board and, if necessary, stockholder ratifi cation. However, in a number of…

The Delaware Court of Chancery fires a warning shot regarding sales process issues.

The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.

The Delaware Supreme Court holds that a bylaw requiring expense reimbursement of a successful campaign to elect a short slate of directors violates Delaware law.

Equitable defense results in dismissal of claims against financial advisor.

For years, the nature and scope of non- director officers’ fiduciary duties has been unclear. But the Delaware Court of Chancery recently held that nondirector officers are subject to the same general fiduciary standards as are directors, suggesting also that these officers are entitled to the presumption of the business judgment rule. This and other opinions…