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7,428 results found

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Shearman & Sterling LLP | USA | 1 Jun 2023

Delaware Court Of Chancery Concludes Founder And Largest Shareholder Was Not A Controller In Connection With Allegedly Conflicted Transaction

On May 12, 2023, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery ruled in favor of defendant, the founder and largest shareholder…
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Paul Hastings LLP | USA | 31 May 2023

Public Company Watch

In the May edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new disclosure requirements for…
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Sidley Austin LLP | USA | 31 May 2023

No participation trophy: Court of Chancery shifts fees for failure to allow indemnifying seller to Participate in defense

Chancellor McCormick, of the Delaware Court of Chancery, recently was presented with the following question: If an indemnification provision in a…
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McCarter & English LLP | USA | 30 May 2023

Delaware Court of Chancery Decides What May Constitute Active Manager Status for Individuals Without Formal Roles in an LLC

On October 26, 2022, the Delaware Court of Chancery issued an opinion in In re P3 Health Group Holdings, LLC concluding that the actions of a private…
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McCarter & English LLP | USA | 30 May 2023

Court of Chancery Holds Canceled Entities Cannot Be Represented by Counsel Without a Receiver

In In re Reinz Wisconsin Gasket, LLC, C.A. No. 2022-0859-MTZ (Del. Ch. May 8, 2023) (Reinz), the Delaware Court of Chancery held in a post-trial…
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Reed Smith LLP | USA | 26 May 2023

Court of Chancery holds Ex-CEO waived indemnification and advancement rights in stock repurchase agreement

The Delaware Court of Chancery recently held that Mikhail Kokorich (Kokorich), the co-founder and former CEO of space infrastructure company Momentus…
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McCarter & English LLP | USA | 25 May 2023

Delaware Court of Chancery Addresses Issue of First Impression Regarding Timeliness of “Red Flag” Claims

In this opinion (Lebanon County Employees Retirement Fund v. Collis, 287 A.3d 1160 (Del. Ch. 2022), the Delaware Court of Chancery addressed a matter…
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Skadden Arps Slate Meagher & Flom LLP | USA | 25 May 2023

Proposed Changes to Delaware Law Would Facilitate Ratification of Defective Corporate Acts, Disposition of Pledged Assets, Stock Splits and Changes to the Number of Authorized Shares

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a…
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Fried Frank Harris Shriver & Jacobson LLP | USA | 25 May 2023

Chancery Reaffirms Very High Bar for Successful Challenge of Even “Terrible” Business Decisions by an Independent Board—Coral Springs v. Dorsey

In City of Coral Springs Police Officers’ Pension Plan v. Jack Dorsey, Block, Inc., et al (May 9, 2023), the Delaware Court of Chancery dismissed a…
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Morrison & Foerster LLP | USA | 25 May 2023

Minnesota Passes Near Total Ban of Non-Compete Agreements

On May 16, 2023, the Minnesota Legislature passed SF 3035 (the “Bill”), banning nearly all post-termination non-compete agreements with employees and…
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