Many state bars and other professional groups have provided reports on opinion practices, both general and specific. Although the Delaware State Bar Association has not yet produced such a report, a recent report by three national lawyer associations should be of interest to lawyers in Delaware who issue opinions in Delaware real estate transactions. The Real…

This publication contains recent court decisions affecting Delaware corporations and other business entities, as well as the 2013 amendments to Delaware’s corporate and alternative entity law.…

On the heels of the Leahy-Smith America Invents Act, Congress is currently considering a number of bills designed to address abusive patent-litigation tactics associated with nonpracticing entities, often referred to as "patent trolls."

The U.S. Court of Appeals for the Third Circuit's recent decision in Friedman's Liquidating Trust v. Roth Staffing Companies LP, provides bankruptcy practitioners with long-awaited guidance on the effect that the post-petition payment of prepetition claims has on the calculation of the "new value" defense for purposes of determining preference liability.

This article first sets forth the statutory provisions that led to the differing results in Barnet and Bemarmara and then explores the reasoning of the two opinions.

The Delaware legislature has adopted amendments to the General Corporation Law of the State of Delaware, which amendments will become effective on April 1, 2014, that are designed to overrule the existing precedents requiring that defective stock and acts be found void.

Pursuant to Delaware law, all capital stock, by default, is created equal unless the company’s certificate of incorporation provides for certain classes or series of preferred stock that enjoy special contractual rights, powers, and preferences over shares of another class or series of capital stock. While the General Corporation Law of the State of Delaware (the…

In Great Hill Equity Partners IV v. SIG Growth Equity Fund I, a lawsuit arising from a private-company merger, the buyer discovered certain of the seller's privileged communications, including privileged communications concerning the merger negotiation, in computer files that had been delivered to the buyer in the merger.

Within one week, the Second Circuit Court of Appeals issued an opinion on an issue of first impression (at the Circuit level) in chapter 15 cases, and the Delaware Bankruptcy Court issued an oral ruling, disagreeing with the Second Circuit’s opinion.  The issue is whether a debtor must have assets located in the United States to qualify for chapter 15 relief.

In Klaassen v. Allegro Development, the Delaware Court of Chancery indicated that governance provisions included in stockholders' agreements may be enforceable against the parties to those agreements, even if the provisions conflict with the certificate of incorporation or the DGCL.