In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be...more
In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more
12/21/2022
/ Advanced Notice of Proposed Rulemaking (ANPRM) ,
Board of Directors ,
Books & Records ,
Bylaws ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Enforcement ,
Recordkeeping Requirements ,
Reporting Requirements ,
Shareholders ,
Standard of Review
Takeaways -
The Delaware Supreme Court simplified the pleadings-stage test applied to derivative suits where no demand has first been made on the board.
Disputes about stockholder books-and-records requests focus...more
In 1996, the Delaware Court of Chancery issued its seminal decision in In re Caremark International Inc. Derivative Litigation, establishing the conditions for director oversight liability under Delaware law. Adopted a decade...more
12/17/2021
/ Board of Directors ,
Boeing ,
Breach of Duty ,
Caremark claim ,
Cybersecurity ,
DE Supreme Court ,
Derivative Suit ,
Duty of Loyalty ,
Financial Statements ,
Food Safety ,
Marriott ,
Personal Information ,
Shareholder Litigation
Two decisions from the Court of Chancery — Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Feb. 20, 2018) and Mesirov v. Enbridge Energy Co., C.A. No. 11314-VCS (Del. Ch. Aug. 29, 2018) — emphasize a significant...more
11/29/2018
/ Aiding and Abetting ,
Board of Directors ,
Breach of Contract ,
Contract Terms ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Financial Adviser ,
General Partner ,
Joint Venture ,
Limited Partnership Agreements ,
Limited Partnerships ,
Mergers ,
Waiver of Liability