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Venable LLP | USA | 21 Dec 2018

Comparison of the principal provisions of the Delaware and Maryland corporation statutes

For many years, it was commonly accepted that the corporation law of the State of Delaware was more "modern" or "advantageous" to corporations than


Fox Rothschild LLP | USA | 27 Aug 2016

Chancery partially grants motion to dismiss regarding waiver claim

The doctrine of waiver is fairly straightforward. Its application, on the other hand, can prove to be not so simple. The recent decision of Stephen W


Sheppard Mullin Richter & Hampton LLP | USA | 30 Jun 2016

Lenders Cannot Prevent Borrowers From Filing Bankruptcy By Owning Minority Equity With Veto Power Over Borrower’s Decision To File Bankruptcy

In a recent decision, the U.S. Bankruptcy Court for the District of Delaware refused to enforce a provision in the debtor’s LLC operating agreement


Hunton Andrews Kurth LLP | USA | 14 Jun 2016

Two Recent Decisions Invalidate LLC Agreement Provisions Requiring Consent for LLC Bankruptcy Filings

Since April, two bankruptcy courts have refused to enforce limited liability company ("LLC") agreement provisions requiring the respective LLCs to


Morris James LLP | USA | 5 May 2016

The Court of Chancery Declines to Disturb Company’s “Waiver” of its Forum Selection Bylaw to Settle Derivative Action in California

Many Delaware companies have adopted forum selection bylaws that prevent their stockholders from bringing internal corporate claims in courts outside


Porter Wright Morris & Arthur LLP | USA | 31 Mar 2015

Recent Delaware case questions ability of common stockholders to prospectively waive appraisal rights; strictly enforces notice requirement to use drag along right

Drag along rights and an accompanying waiver by a minority stockholder of appraisal rights in connection with a change in control transaction


Arnold & Porter Kaye Scholer LLP | USA | 13 Mar 2015

Minority stockholders did not waive appraisal rights when the company exercised drag-along rights following the merger

In a recent opinion, Halpin v. Riverstone National, Inc., the Delaware Court of Chancery granted the minority stockholders' appraisal rights


Paul Weiss | USA | 4 Mar 2015

Delaware Court of Chancery holds that minority stockholders did not waive appraisal rights in a merger where the company failed to properly exercise drag-along rights

In Halpin v. Riverstone National, Inc., a controlling stockholder caused the company to complete a merger, but did so without exercising drag-along


Stinson LLP | USA | 28 Feb 2015

Exercising drag-along rights after merger did not waive appraisal rights

In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders


Sullivan & Cromwell LLP | USA | 17 Nov 2014

Lee v. Pincus

In an opinion issued on November 14, 2014, the Delaware Court of Chancery (C Bouchard) declined to dismiss breach of fiduciary duty claims against

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