Proceedings of the 2014 Delaware Business Law Forum: Director-Centric Governance in the Golden Age of Shareholder Activism
In October 2014, leading corporate governance practitioners from around the UnitedStates convened at the biennial Delaware Business Law Forum, along with current andformer jurists of the Delaware Supreme Court and Court of Chancery, to discuss and debatedeveloping topics in corporate governance. Participants also included representativesof “activist” investors, institutional investors, public company directors and those who advisethem,…
New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices
A recent opinion of the Delaware Court ofChancery, Calma v. Templeton, has broughtrenewed attention to the issue of directorcompensation. The opinion holds that directorcompensation decisions may not be subject tothe presumption of the business judgment rule,but may instead be reviewed under the entirefairness standard. However, it also addresses thecircumstances under which stockholder ratification of director compensation…
Fifth Circuit Rules in Villegas v. Schmidt
The Fifth Circuit Court of Appeals recently decided (by decision entered on May 28, 2015) that the Barton doctrine (which requires a plaintiff that wants to sue a trustee to seek leave of the court that appointed such trustee) applies irrespective of whether the underlying claims at issue are claims over which the bankruptcy court…
Cornerstone and Zhongpin Reversed: Independent Directors May Be Dismissed Under Exculpatory Provisions Regardless of Standard of Review
In In re Cornerstone Therapeutics Inc. Stockholder Litigation, the Delaware Supreme Court resolved two consolidated interlocutory appeals.
Bankruptcy Remote Entities in Commercial Real Estate Transactions
This Practice Note discusses the use of bankruptcyremote entities in commercial real estatetransactions, including different types of bankruptcyremote entities, the separateness provisions oftenrequired by lenders and the consequences ofsubstantive consolidation. This Note discusses thefundamentals of using a bankruptcy remote entityto purchase real estate, including the reasons aninvestor may be required to establish a separateentity to purchase…
Settlement in Bankruptcy
Please click HERE to listen to an audio recording of this program from the Sound Advice Series of the ABA Bankruptcy & Insolvency Litigation Committee. …
Introducing Delaware’s Rapid Arbitration Act
The newly enacted Delaware Rapid ArbitrationAct provides an expedient and efficient method ofresolving disputes. It is worthy of consideration inany commercial arrangement.…
In re El Paso Pipeline Partners, L.P. Derivative Litigation: Delaware Court of Chancery Awards Damages in a Lawsuit Challenging an MLP Dropdown Transaction
Delaware courts have consistently held, in the context of Delaware limited partnerships, that clear, express and unambiguous language modifying default fiduciary duties will be enforced.
Delaware Adopts Rapid Arbitration Act
On April 2, 2015, Delaware Governor Jack Markell signed into law the Delaware Rapid Arbitration Act (DRAA), a new, specialized arbitration statute. This legislation provides a quick and inexpensive process for starting an arbitration proceeding, accelerates the arbitration itself to ensure a swift resolution, eliminates confirmation proceedings, and allows for either contractual rights to appeal or…
Delaware Adopts Rapid Arbitration Act
On April 2, 2015, Delaware Governor Jack Markell signed a highly specialized arbitration statute into law: the Delaware Rapid Arbitration Act.
