Corporate Governance

Delaware Divisive Merger Statute Takes Effect

An amendment to the Delaware Limited Liability Company Act that allows for the division of LLCs recently took effect....

Super Voting Stock: The Advantages and Pitfalls

The idea of so-called super voting stock can be appealing to founders concerned about losing control of their company....

Delaware Court Says Stockholder Entitled To Merger-Related Emails, Communications

The Delaware Chancery Court recently granted a request from a stockholder of Globalstar Inc. to inspect certain emails and...

Delaware Legislation Allowing For Division Of LLCs Moves To Governor’s Desk

The Delaware state legislature has passed a bill that contains a number of amendments to the Delaware Limited Liability...

Fourth Circuit Says Yes, Reverse Veil Piercing Is Allowed In Delaware

The U.S. Court of Appeals for the Fourth Circuit was required in a recent decision to confront the question...

Jun 24 · 1 min read >

Challenge To Stock Reclassification Tossed Under MFW Framework

The Delaware Chancery Court recently dismissed a lawsuit challenging NRG Energy Inc.’s stock reclassification after finding the standard used...

Jun 22 · 2 min read >

Delaware Court Allows Fiduciary Claims Over Venture Capital Firm’s Alleged Self-Dealing

The Delaware Chancery Court in a recent ruling refused to dismiss fiduciary duty claims against a venture capital firm...

Jun 17 · 2 min read >

Chancery Court Says Bylaws, Stockholder Agreement Make Ineffective Bid To Oust TradingScreen CEO

The Delaware Chancery Court has held a stockholder consent that purported to remove the CEO of TradingScreen Inc. was...

May 14 · 1 min read >

Director Compensation Pursuant to Discretionary Equity Plans are Reviewed Using the Entire Fairness Standard

The Delaware Supreme Court recently overturned a lower court’s decision to dismiss a stockholder derivative suit against the directors...

Chancery Court Provides Guidance On ‘Void’ vs. ‘Voidable’ Stock Issuances

The Delaware Court of Chancery in a recent decision held that stock Roma Restaurant Holdings Inc. issued in 2016...

May 8 · 2 min read >