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Delaware Supreme Court Shines a (Blurry) Spotlight on Director Compensation Decisions: In re Investors Bancorp, Inc. Stockholder Litigation
  • K&L Gates
  • USA
  • January 17 2018

Delaware court decisions in recent years have led a number of companies to adopt stockholder-approved director compensation limits in order to


Delaware Court Of Chancery Declines To Compel Production Under The Garner Privilege Exception
  • Shearman & Sterling LLP
  • USA
  • January 17 2018

On January 10, 2018, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to compel the production of attorney-client


Delaware Supreme Court reverses Court of Chancery's Dell appraisal decision
  • Ropes & Gray LLP
  • USA
  • January 17 2018

In Dell Inc v Magnetar Global Event Driven Master Fund Ltd the Delaware Supreme Court reversed and remanded the Court of Chancery's valuation of


First Department Affirms that an LLC’s Operating Agreement Trumps Delaware Law
  • Patterson Belknap Webb & Tyler LLP
  • USA
  • January 17 2018

A unanimous panel of the Appellate Division, First Department recently affirmed a ruling by the Commercial Division dismissing causes of action


Compensation in the 2018 Proxy Season: Recent Shakeups Create New Challenges
  • Latham & Watkins LLP
  • USA
  • January 17 2018

2018 brings significant changes to the executive and director compensation landscape due to the passage of H.R. 1 informally known as the Tax Cuts


Delaware Chancery Court Rules that Buyer is Not Entitled to Share in Transaction Tax Deductions
  • Ropes & Gray LLP
  • USA
  • January 16 2018

On December 29, 2017, the Delaware Chancery Court decided in LSVC Holdings, LLC. v. Vestcom Parent Holdings, Inc. et al. to deny the buyer’s claim for


“Efforts” Covenants in Delaware Contracts
  • Taft Stettinius & Hollister LLP
  • USA
  • January 16 2018

Many commercial contracts use some variation of “efforts” in qualifying a party’s obligation to perform an obligation. For instance, a contract may


Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling
  • Pepper Hamilton LLP
  • USA
  • January 12 2018

In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director


Delaware Supreme Court Affirms Decision That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand
  • Shearman & Sterling LLP
  • USA
  • January 10 2018

On December 18, 2017, the Supreme Court of Delaware affirmed the Delaware Court of Chancery’s dismissal of a shareholder derivative action asserting


Delaware Court Of Chancery Upholds Shareholder’s Disclosure Claim In Connection With Tender Offer, But Indicates Relief, If Any, Will Likely Be Limited To Nominal Damages
  • Shearman & Sterling LLP
  • USA
  • January 10 2018

On December 22, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery declined to dismiss a direct breach of fiduciary duty claim