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
In early 2020, in BlackRock Credit Allocation Income Tr., et al. v. Saba Capital Master Fund, Ltd., the Delaware Supreme Court reiterated that Delaware courts will enforce clear and unambiguous advance notice bylaws according...more
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
The development of Delaware appraisal law has continued with the Delaware Supreme Court’s highly anticipated December 2017 appraisal opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. In Dell, the court...more
5/29/2018
/ Acquisitions ,
AOL ,
Appeals ,
Appraisal ,
Appraisal Rights ,
Buyouts ,
Carve Out Provisions ,
DE Supreme Court ,
Deal Price ,
Dell ,
Discounted Cash Flow Valuations ,
Fair Market Value ,
Mergers ,
Private Equity ,
Shareholder Rights ,
Stock Prices