Certificate of Incorporation Provision Shielding Board’s Interference in Director Election Is Void as Contrary to Delaware Law
Director Election Is Void as Contrary to Delaware Law Delaware's corporate statute is widely regarded for its flexibility.
Deal Price In Arm’s-length Squeeze-out Merger Not Entitled to Deference In Appraisal Action
In Appraisal Action In the event of a merger, dissident shareholders are sometimes entitled to judicial appraisal of the fair value of their shares.
$850 Million Settlement of $175.3 Million Financial Statement Liability Can Support Inference of Breach of Duty of Loyalty When a corporation suffers
Can Support Inference of Breach of Duty of Loyalty When a corporation suffers harm, the board of directors is the actor empowered to determine what...
Specific Performance of Obligation to Use Reasonable Best Efforts to Close de-SPAC Transaction Denied by the Delaware Court of Chancery
Close de-SPAC Transaction Denied by the Delaware Court of Chancery Delaware and Puerto Rico law differ when it comes to the availability of specific...
Unambiguous Provision in Asset Purchase Agreement Not Enforced According to its Plain Meaning
to its Plain Meaning The Court of Chancery of Delaware recently issued a very interesting opinion which provides an in-depth look on how disputes...
Failure to Read Documents Incorporated by Reference Leads to Dilution of 50% Stake in Company to a Minority Interest The obligation of a contracting
50% Stake in Company to a Minority Interest The obligation of a contracting party to read a contract extends to documents incorporated by reference.
363 Sale Fails After Court Enjoins Use of Assets Commingled With Non-debtor’s IP Rights & Confidential Information
Non-debtor’s IP Rights & Confidential Information One of bankruptcy’s most important—and often used—tools is the ability to sell estate property free...