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When Can a Board Resignation be a Breach of Fiduciary Duties?

The board of directors has an important role in a company, acting as representatives for stockholders while making decisions...

Do Invitations To ‘Connect’ On LinkedIn Violate Non-Solicitation Agreements?

Employees often use personal accounts on social media websites like LinkedIn and Facebook to promote their work and share...

Jul 10 · 2 min read >

Delaware Supreme Court Upholds Decision Permitting Energy Transfer To Exit Williams Merger

The Delaware Supreme Court recently affirmed a lower court’s decision allowing Energy Transfer Equity to abandon a planned merger...

Delaware Corporate Law Amendments Would Be Another Step Forward For Blockchain

The Corporate Council of the Corporation Law Section of the Delaware State Bar Association last month released a set...

SEC Study Highlights “Troubling Characteristics” Of OTC Stock

The Division of Economic and Risk Analysis of the Securities and Exchange Commission recently published a study that looks...

Shareholders Rights To Annual Report Under California Law

Under California law, many corporations are required to provide shareholders with an annual financial report. This requirement applies not...

Jul 6 · 50 sec read >

How Can a Delaware Corporation Validate Defective Past Acts?

The Delaware Court of Chancery recently addressed an issue of first impression involving the types of “defective” corporate actions...

Delaware Ruling Provides Cautionary Tale Against Favoring Preferred Stockholders

In a recent decision, the Delaware Court of Chancery refused to dismiss a breach of fiduciary duty claim accusing...

Precision And Drafting: Keys To Ensure Your Agreement To Negotiate In Good Faith Will Be Enforceable

Term sheets, letters of intent and other preliminary documents can be useful for parties in complex negotiations, allowing them...

SEC Releases White Paper On Regulation Crowdfunding

The SEC last month released a white paper entitled “U.S. securities-based crowdfunding under Title III of the JOBS Act,”...