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K&L Gates LLP | USA | 19 Jun 2018

Chancery Court finds request for specific enforcement of a partnership interest call right is proved by clear and convincing evidence

In Simon-Mills II, LLC v. Kan Am USA XVI Ltd. Partnership, No. 8520-VCG (Del. Ch. May 30, 2018), the plaintiffs, a number of entities organized under…
Article
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Fox Rothschild LLP | USA | 11 Jun 2017

Sections 204 and 205 of the DGCL cannot remedy unauthorized corporate acts

In a matter of first impression, the Court of Chancery considered whether an “unauthorized” act-one that the majority of stockholders entitled to…
Article
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Cliffe Dekker Hofmeyr | South Africa | 5 Apr 2017

Dispute resolution alert - 5 April 2017

The Constitutional Court often introduces principles of equity and fairness which are enshrined in the constitution when dispensing justice. However…
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Paul, Weiss, Rifkind, Wharton & Garrison LLP | USA | 5 Apr 2017

Delaware M&A Quarterly - Spring 2017

In a 4-1 split decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court affirmed the Court of…
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Cole Schotz PC | USA | 7 Mar 2017

Delaware Court of Chancery Rules on Unambiguous Director Removal Voting Requirements

In a recent decision of the Delaware Court of Chancery, the Court struck down a corporate bylaw provision of NutriSystem, Inc., a Delaware corporation…
Commentary
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Dentons | Canada | 6 Dec 2016

"Clean up, clean up, everybody clean up": the doctrine of clean hands

On occasion, in response to a motion or claim by an adverse party seeking equitable relief, a party will argue that the relief sought should be denied on the basis that the moving party has not come to court with 'clean hands'. Lawyers should not be quick to use the doctrine unless there is a reasonable basis for doing so; however, it remains a powerful weapon.
Commentary
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Ropes & Gray LLP | USA | 30 Nov 2016

Delaware Court of Chancery grants advancement to directors in indemnification dispute

The Delaware Court of Chancery recently held that two former directors and officers of an acquired target – one of whom served as a sellers' representative under the merger agreement – were entitled to advancement of fees and expenses in defending themselves against certain claims by the buyer for indemnification for breaches of representations regarding the target's business.
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Fox Rothschild LLP | USA | 26 Oct 2016

Fees granted in Dell Inc. appraisal action

In the Dell Inc. appraisal action, the Court previously held that the fair value of Dell common stock at the effective time of the merger was $3.87…
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Fox Rothschild LLP | USA | 7 Oct 2016

Mootness fees granted to stockholder challenging bylaw provision

In the recent decision of Jay Frechter v. Cryo-Cell International, Inc., Civil Action No. 11915-VCG (Del. Ch. Oct. 7, 2016), the Court of Chancery…
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Fox Rothschild LLP | USA | 26 Sep 2016

Chancery denies interlocutory appeal of spoilation issues

The Court of Chancery recently ruled on a request for interlocutory appeal as it related to the Court’s rulings on spoliation issues. In the decision…
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