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Delaware General Corporation Law amended regarding fee-shifting and forum selection clauses
  • Baker & Hostetler LLP
  • USA
  • June 30 2015

On June 24, 2015, the governor of Delaware signed into law legislation that amends the Delaware General Corporation Law (Title 8 of the Delaware Code


Do investment advisers automatically have fiduciary duties to their clients?
  • Brooks Pierce McLendon Humphrey & Leonard LLP
  • USA
  • June 28 2015

I always thought they did. But on Friday I read this sentence: “An investment advisor-client relationship is not a de jure fiduciary relationship.”


Proposed amendments address appraisal arbitrage
  • Ropes & Gray LLP
  • USA
  • June 24 2015

On March 6 2015 the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association released new proposed amendments to


Business law update - Summer- 2015
  • Thompson Hine LLP
  • USA
  • June 24 2015

While it may be true that the only things certain in life are death and taxes, knowing how to reduce your tax liability can certainly make paying


Damages for breach of contractual obligation to negotiate in good faith
  • Ropes & Gray LLP
  • USA
  • June 17 2015

In SIGA Technologies, Inc v PharmAthene, Inc the Delaware Supreme Court affirmed that a contractual obligation to negotiate in good faith is


Online health care, consumer data, cybersecurity risks, accounting fraud, patents Expect Focus Vol. II, Spring 2015
  • Carlton Fields Jorden Burt
  • Global, USA
  • June 17 2015

Large-scale data breaches have become increasingly common, bringing with them not only bad press and loss of customer goodwill


Buyer beware: insurance coverage for successor entities after closing
  • Brouse McDowell
  • USA
  • June 13 2015

In the frenzy of many corporate merger and acquisition negotiations, the concept of insurance coverage for pre-closing losses is often a topic that


'Cornerstone' decision reinforces Del. corporate law bedrock principles
  • Morris James LLP
  • USA
  • June 10 2015

Delaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought


The rewards of crafting explicit earn-out provisions
  • Manatt Phelps & Phillips LLP
  • USA
  • June 8 2015

Those of us involved in drafting M&A agreements spend a considerable amount of time vigilantly and artfully drafting certain contractual provisions to


Related party transactions: a cautionary note from the Delaware Court of Chancery
  • Stikeman Elliott LLP
  • USA
  • June 8 2015

A recent Delaware Court of Chancery decision in In re El Paso Pipeline Partners, L.P. discusses the process surrounding related party transactions in