Law School Toolbox Podcast Episode 497: Listen and Learn -- Incidental, Reliance, and Restitution Damages (Contracts)
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Bar Exam Toolbox Podcast Episode 295: Listen and Learn -- Incidental, Reliance, and Restitution Damages (Contracts)
Bar Exam Toolbox Podcast Episode 274: Listen and Learn -- UCC Expectation Damages (Contracts)
Viaje al Pasado Legal: Una Reclamación en Piedra
Bar Exam Toolbox Podcast Episode 213: Listen and Learn -- Material Breach vs. Minor Breach (Contracts)
Law Brief®: Rich Schoenstein and Robert Heim Discuss Musk v. Twitter
4 Key Takeaways | The Future of Construction, Infrastructure and Energy Disputes in the Endemic Age
It’s Lit? Insight into the Increase in Cannabis-Related Litigation in California
Is There Liability for Terminating Contracts Related to Russia?
Basics of a Healthcare Contract: When Do You Actually Have One and What Happens if It's Breached?
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Podcast - The Briefing from the IP Law Blog: Say NFT Again – I Dare You: Miramax Sues Quentin Tarantino Over Plans to Sell “Pulp Fiction” NFT
The Briefing from the IP Law Blog: Say NFT Again – I Dare You: Miramax Sues Quentin Tarantino Over Plans to Sell “Pulp Fiction” NFT
Monthly Minute | Global Supply Chain Issues
Protect Your Construction Project: Top 10 Insurance Provisions to Know
Bar Exam Toolbox Podcast Episode 119: Listen and Learn -- Anticipatory Repudiation (Contracts)
Bar Exam Toolbox Podcast Episode 95: Listen and Learn -- Promissory Estoppel
Bar Exam Toolbox Podcast Episode 93: Listen and Learn -- Constructive Eviction
The Canadian public mergers & acquisitions (M&A) market saw a relative rarity in the first quarter of 2025 — an alleged “superior proposal” made by an alternative bidder during the interim period of an already announced...more
The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more
At what point do the steps a director takes to establish a competing business before resigning become unlawful? In the recent case of Cheshire Estate & Legal Ltd v Blanchfield & Ors, the Court of Appeal considered whether two...more
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more
Holifield v. XRI Investment Holdings, LLC, No. 407, 2022 (Del. Sept. 7, 2023) - This decision concerned the disputed transfer of a member's LLC units. Below, the Court of Chancery held that the disputed transfer was...more
Tueza v. Lindon, C.A. No. 2022-0130-SG (Del. Ch. Apr. 27, 2023) - Because controlling stockholders of Delaware corporations owe fiduciary duties to both the corporation and to its minority stockholders, the Court of...more
Harris v. Harris, C.A. No. 2019-0736-JTL (Del. Ch. Jan. 12, 2023) - Three children filed suit against their mother and her associates, alleging they had seized control of a family-owned corporation and engaged in...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more
When it comes to protecting their interests – or the interests of the corporation – shareholders have unique rights to take legal action. They can file suit either on behalf of the corporation itself, known as a derivative...more
Zhou v. Deng, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) - When deciding a summary proceeding regarding a disputed corporate office under Section 225 of the DGCL, the Court of Chancery may consider whether an election,...more
Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger; The PCAOB Sanctions Former KPMG Vice Chair Of Audit For Failure To Supervise Senior Members Of KPMG's Audit Practice; Ninth Circuit Affirms...more
SerVaas v. Ford Smart Mobility LLC, C.A. No. 2020-0909-LWW (Del. Ch. Nov. 9, 2021) - With limited exceptions, directors normally have “unfettered” access to corporate information. This decision indicates, however, that the...more
Chertok v. Zillow, Inc., C.A. No. 2019-0849-LWW (Del. Ch. Oct. 18, 2021) - Plaintiffs, a former co-founder and director of NMD Interactive (“Chertok”) and an LLC that he managed, brought a breach of contract action against...more
Conyers represented the successful claimants in Claim No. BVIHCM 2017/086 King Bun Limited and Others v. Lau Man Sang, James and Others, a derivative action commenced by minority shareholders concerning disputes about...more
Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021) - A corporate charter represents a contractual agreement between the corporation and its stockholders. In Lacey, the Court of Chancery addressed...more
Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more
In re WeWork Litigation, C.A. No. 2020-0258-AGB (Del. Ch. Dec. 14, 2020) - This decision addresses a matter of first impression arising out of a dispute pitting two special committees of the same company, WeCompany...more
In re WeWork Litig., Consol. C.A. No. 2020-0258-AGB (Del. Ch. Oct. 30, 2020). A company facing a liquidity crisis (the shared working space company, WeWork), its outgoing CEO (Adam Nuemann), and two related SoftBank...more
In Re WeWork Litig., Consol. C.A. No. 2020-0258-AGB (Del. Ch. Aug. 21, 2020) - In October 2019, The We Company’s (the “Company”) board of directors established a special committee (the “Special Committee”) to evaluate a...more
Fannin v. UMTH Land Development, L.P. (In re: United Development Funding III, L.P.), C.A. No. 12541-VCF (Del. Ch. Jul. 31, 2020). The Court of Chancery has concluded that in certain situations, equity will, by default,...more
MKE Holdings v. Schwartz, C.A. No. 2018-0729-SG (Del. Ch. Sept. 26, 2019). Under Delaware law, the managers of a limited liability company owe the entity and its members the traditional common law fiduciary duties of care...more
Eagle Force Holdings, LLC v. Campbell, C.A. No. 10803-VCMR (Del. Ch. Aug. 29, 2019). Parties to a contract must provide evidence of an overt manifestation of assent for a contract to be enforceable under Delaware law....more
Ark. Teacher Ret. Sys. v. Alon USA Energy, Inc., C.A. No. 2017-0453-KSJM (Del. Ch. Jun. 28, 2019). Section 203 of the Delaware General Corporation Law, an anti-takeover statute, prohibits a target from entering into a...more
Glidepath Ltd. v. Beumer Corp., C.A. No. 12220-VCL (Del. Ch. Feb. 21, 2019). Contingent payments based on an acquired business’s future performance are a frequent feature in M&A transactions. In this case, after selling...more