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Delaware court addresses waivers of general partners' duties to limited partners
- Herrick Feinstein LLP
- -
- USA
- -
- November 20 2012
A recent Delaware Court of Chancery decision highlights the importance of explicitly drafted waivers of fiduciary duty in Delaware limited partnership agreements
Corporate director advising potential investor and disclosing confidential information violates duty of loyalty to company
- Herrick Feinstein LLP
- -
- USA
- -
- November 20 2012
Shocking Technologies, Inc. sued Balch Hill Capital, LLC, one of Shocking's stockholders, and Simon J. Michael, Balch Hill's manager and a director of Shocking
Delaware chancery court rejects stockholder demand due to failure to demonstrate proper purpose
- Herrick Feinstein LLP
- -
- USA
- -
- November 20 2012
The Delaware Court of Chancery recently granted a defendant's motion for summary judgment, denying a books and records inspection, under Section 220 of the Delaware General Corporation Law, because the plaintiff failed to provide a credible basis from which the Court could infer the possibility of ongoing mismanagement
Delaware Court of Chancery stresses use of Section 220 of the gGeneral Corporation Law to obtain books and records prior to bringing suit
- Herrick Feinstein LLP
- -
- USA
- -
- November 20 2012
In another case regarding Section 220 of the General Corporation Law, the Delaware Court of Chancery dismissed a derivative suit brought by two stockholders against the directors of Hecla Mining Company ("Hecla"), for allegedly permitting Hecla to commit safety violations and failing to adequately oversee Hecla's operations
Delaware Chancery Court applies contractual analysis to preferred stock claim
- Herrick Feinstein LLP
- -
- USA
- -
- October 23 2012
The Delaware Chancery Court ruled against a preferred stockholder that objected to the conversion of the preferred stock into common stock
Delaware Chancery Court finds breach of duty of loyalty by director
- Herrick Feinstein LLP
- -
- USA
- -
- October 23 2012
The Delaware Chancery Court ruled in favor of a company in its action brought against a director for breach of the duty of loyalty
Delaware Court of Chancery refuses to read implied covenant of good faith and fair dealing into limited partnership agreements
- Herrick Feinstein LLP
- -
- USA
- -
- September 27 2012
In one recent case, the Delaware Court of Chancery dismissed claims by former unaffiliated unitholders of a limited partnership against its general partner, directors and parent for breach of contractual duties and breach of the implied contractual covenant of good faith and fair dealing
Delaware Court of Chancery dismissed ultra vires claim by stockholders challenging completed merger
- Herrick Feinstein LLP
- -
- USA
- -
- September 27 2012
In a recent letter opinion, the Delaware Court of Chancery dismissed claims brought by stockholders of SRA International, Inc. against the corporation challenging the validity of a consummated merger
Delaware Court of Chancery applies business judgment rule where controlling stockholder receives pro rata share of merger consideration
- Herrick Feinstein LLP
- -
- USA
- -
- September 27 2012
In In re Synthes, Inc. Shareholder Litigation, plaintiffs challenged the fairness of Synthes' recent merger with Johnson & Johnson (J&J), in which both controlling and minority stockholders of Synthes received a combination of cash and J&J stock as consideration for their Synthes shares
Delaware Chancery Court decision highlights importance of precisely drafted preferred stock provisions
- Herrick Feinstein LLP
- -
- USA
- -
- August 28 2012
The Delaware Chancery Court found that liquidation preference rights afforded to preferred stockholders did not apply in connection with a "going private" transaction effected by the company's controlling stockholder
Current Search
- Jurisdiction - USA
- Workarea - Company & Commercial
- Author - Irwin Kishner