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Jones Day | USA | 3 Mar 2021

Delaware Chancery Court Strikes 5% Poison Pill With "Extreme" Features

The Delaware Chancery Court held that a Board of Directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with…

Reed Smith LLP | USA | 2 Mar 2021

Delaware Court of Chancery confirms Caremark claims is still difficult theory for plaintiffs

In Richardson v. Clark,1 the Delaware Court of Chancery granted a motion to dismiss the plaintiffs’ Caremark claim (that is, a failure to oversee the…

Sheppard Mullin Richter & Hampton LLP | USA | 24 Feb 2021

Delaware Court of Chancery Holds that a Contractual Delaware Choice of Law Provision Did Not Waive Plaintiff’s Claim Under the California Securities Act

In Swipe Acquisition Corp. v. Krauss, CA No. 2019-0509-PAF, 2021 WL 282642 (Del. Ch. Jan. 28, 2021), the Delaware Court of Chancery held that…

Troutman Pepper | USA | 8 Feb 2021

Buyer Beware: Untimely Delivery of Closing Statement Results in Waiver of the Right to Post-Closing Adjustments

In Schillinger Genetics, Inc. v. Benson Hill Seeds, Inc., the Delaware Court of Chancery held that plaintiff sellers were entitled to summary judgment…

Haynes and Boone LLP | USA | 2 Feb 2021

Use of Third-Party Email Accounts by Outside Directors or Others Could Waive Privilege

Outside directors, private equity managers, and others often use third-party email accounts to conduct business for the companies they oversee and…

Reed Smith LLP | USA | 2 Feb 2021

Perception is more important than reality: The Delaware Court of Chancery emphasizes the importance of board of director meeting minutes

In Riskin v. Burns, No. 019-0570-KSJM, (Del. Ch. Dec. 31, 2020), the Court of Chancery recently emphasized the importance of accurate and…

Crowell & Moring LLP | USA | 27 Jan 2021

Who’s on the Line?: Protecting Your Trade Secrets on Zoom Calls

As companies have pivoted to remote-working, it is increasingly important to pay attention to the risks of videoconferencing, particularly when trade…

Skadden Arps Slate Meagher & Flom LLP | USA | 26 Jan 2021

Developments in Delaware Corporation Law

The Delaware Court of Chancery’s docket exploded with expedited “broken” deal litigation in 2020, driven by the impact of COVID-19. Beyond…

Skadden Arps Slate Meagher & Flom LLP | USA | 18 Dec 2020

Recent Trends in Officer Liability

More than a decade ago in the seminal case Gantler v. Stephens,1 the Delaware Supreme Court clarified that officers of Delaware corporations owe the…

Skadden Arps Slate Meagher & Flom LLP | USA | 18 Dec 2020

Recent MFW-Related Developments in Delaware Courts

In 2014, the Delaware Supreme Court’s landmark Kahn v. M&F Worldwide Corp.1 (MFW) decision established that the deferential business judgment standard…
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