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3,102 results found

Article

Lowenstein Sandler LLP | USA | 15 Jan 2021

Del. Supreme Ct. Arguments Go Over Operative Reality, Expert Credibility, and Standard of Review

The Delaware Supreme Court heard argument on January 13th in the SourceHOV case, with interesting issues on the proper standard of review, the concept…
Article

Kramer Levin Naftalis & Frankel LLP | USA | 23 Dec 2020

Two Additional California Courts Dismiss Securities Act Claims in Favor of Federal Forum Selection Provisions

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1…
Article

Sheppard Mullin Richter & Hampton LLP | USA | 23 Dec 2020

Delaware Supreme Court Provides Important Guidance Regarding Section 220 Demands, Rejecting Several Limiting Principles Frequently Offered By Corporations Resisting Stockholder Inspection Demands

Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220 (“Section 220”), permits a stockholder of a Delaware corporation to inspect…
Article Compliance

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

Delaware Courts Examine Caremark After Marchand and Clovis

In 2019, the Delaware Supreme Court issued Marchand v. Barnhill,1 which was soon followed by the Court of Chancery’s opinion in In re Clovis Oncology…
Article

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…
Article

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…
Article

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

Delaware Decisions Highlight Pleading Requirements for Fiduciary Duty Claims in the Face of Disinterested Director Approval

Several recent Delaware decisions have analyzed allegations attempting to plead breach of fiduciary duty claims against executive directors even…
Article

Kramer Levin Naftalis & Frankel LLP | USA | 16 Dec 2020

Delaware Supreme Court Holds That Stockholders Need Ordinarily Only Identify a ‘Credible Basis’ for Possible Wrongdoing, Not ‘Actionable Misconduct,’ to Establish a ‘Proper Purpose’ for a Section 220 Books and Records Demand

Last week, the Delaware Supreme Court issued an important decision effectively broadening the scope of stockholder pre-litigation inspection rights…
Article

Shearman & Sterling LLP | USA | 15 Dec 2020

Delaware Supreme Court Clarifies That A Section 220 Demand Is Not Necessarily Required To Establish That Suspected Wrongdoing Is “Actionable”

On December 10, 2020, in an en banc opinion authored by Justice Gary F. Traynor, the Delaware Supreme Court affirmed a decision by the Delaware Court…
Article Compliance

McCarter & English LLP | USA | 10 Dec 2020

Delaware Supreme Court Remains Committed to Precedent and the Importance of Process in Appraisal Actions

In the appeal of an appraisal decision—Bridge Leveraged Cap. Structures Fund Ltd., et al. V. Stillwater Mining Co., Case No. 427, 2019 (Del. Oct. 12…
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