Legislation proposing to amend the GeneralCorporation Law of the State of Delaware(DGCL) has been released by the CorporateCouncil of the Corporation Law Section ofthe Delaware State Bar Association and, ifapproved by the Corporation Law Section,is expected to be introduced to the DelawareGeneral Assembly. If enacted, the amendmentswould, among other things: (1) amendSection 262 to apply the…
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “General Corporation Law”) has been released by the Corporate Council of the Corporation Law Section of the Delaware State Bar Association and, if approved by the Corporation Law Section, is expected to be introduced to the Delaware General Assembly. If enacted, the…
Numerous jurisdictions recognize that contracts contain an implied covenant of good faith and fair dealing (the implied covenant). Courts have described the implied covenant as “a judicial convention designed to protect the spirit of an agreement when, without violating an express term of the agreement, one side uses oppressive or underhanded tactics to deny the other…
In 2017, the Delaware Court of Chancery in Nguyen v. View, Inc., 2017 WL 2439074 (Del. Ch. June 6, 2017), held in a proceeding brought pursuant to Section 205 (“Section 205”) of the General Corporation Law of the State of Delaware (the “DGCL”) that the consummation of a financing by View, Inc. (“View”) that required the…
This publication, which highlights recent corporate and alternative entity cases and statutory developments in Delaware, continues our long tradition of providing insight into the development of Delaware law.
Please click on the links below to view videos of Richards Layton attorneys and their takeaways from the various panels at Tulane Law School’s 30th Annual Corporate Law Institute. Jennifer V. Barrett discusses “M&A Practice: 2018” John Mark Zeberkiewicz discusses “Practice after Corwin“ Gregory V. Varallo discusses “The Continuing Impact of Appraisal Rights” Nathaniel J. Stuhlmiller…
In Oklahoma Firefighters Pension & Retirement System v. Corbat, 2017 WL 5484125 (Del. Ch. Nov. 15, 2017), the Delaware Court of Chancery dismissed a claim against current and former directors of Citigroup, Inc. for failing to exercise appropriate oversight with regard to the corporation’s operations, which allegedly resulted in violations of law by employees and large…
In IRA Trust FBO Bobbie Ahmed Ex rel. Class A Stockholders of NRG Yield, Inc. v. Crane, 2017 WL 6335912 (Del. Ch. Dec. 11, 2017), as revised (Jan. 26, 2018), the Court of Chancery granted the defendants’ motion to dismiss breach of fiduciary duty claims against NRG Energy, Inc. (“NRG”), the controlling stockholder of NRG…
In Sarissa Capital Domestic Fund LP v. Innoviva, Inc., 2017 WL 6209597 (Del. Ch. Dec. 8, 2017), the Delaware Court of Chancery, in a fact-intensive, post-trial memorandum opinion, specifically enforced an oral agreement to settle a proxy contest between Innoviva, Inc. (“Innoviva”) and Sarissa Capital Domestic Fund LP (“Sarissa”). In so doing, the Court ordered Innoviva…
In Nguyen v. View, Inc., 2017 WL 2439074 (Del. Ch. June 6, 2017), the Delaware Court of Chancery held in a proceeding brought under Section 205 of the General Corporation Law of the State of Delaware (the “DGCL”) that Section 204 of the DGCL (“Section 204”) may not be used to ratify a “deliberately unauthorized corporate…