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…

Delaware enacted legislation that will affect the transfer or closing of facilities in Delaware where chemical or hazardous substances have been or are located.

Directors of Delaware corporations owe to their stockholders a duty of disclosure derived from their ordinary fi duciary duties of care and loyalty. A common disclosure claim is that the target company’s disclosure document in a business combination was materially misleading or incomplete with respect to the fairness opinion relied on by the target’s board in…

This article is about the duty of corporate directors to obey the law and how shareholders can hold boards accountable for their illegal acts. It is based on an assumption that there are situations in which it is rational, strictly from a profit-maximizing standpoint, for companies to violate the law. The article surveys numerous internal and…