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Contract Interpretation Board of Directors

Goodwin

Delaware Court of Chancery Upholds Voting Agreement Amendment That Applied “In the Same Fashion” to All Stockholders

Goodwin on

On August 8, 2025, the Delaware Court of Chancery dismissed an action in which a stockholder challenged an amendment to a FemtoMetrix Inc. voting agreement as invalid because the amendment allegedly did not apply “in the same...more

Goodwin

A ‘Somewhat Special Category’: Interpreting Articles of Association

Goodwin on

In Syspal Capital Limited v. Truman & Anor [2024] EWHC 1561 (ChD), the court had to determine the correct interpretation of a particular clause in a company’s articles of association (articles) that concerned deemed transfer...more

A&O Shearman

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

A&O Shearman on

The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more

Morris James LLP

Chancery Addresses Authority of Executives to Remove Managers of Affiliate Entities

Morris James LLP on

Roccia v. Mugica, C.A. No. 2020-0641-MTZ (Del. Ch. Dec. 29, 2020) - The inherent authority of officers of Delaware companies generally extends to powers in the usual and ordinary course of the relevant company’s business....more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Reverses the Court of Chancery and Upholds the Enforceability of Clear and Unambiguous Advance Notice Bylaw...

On January 13, 2020, the Delaware Supreme Court issued an opinion addressing deadlines and supplemental information requirements under advance notice bylaws. In the opinion, BlackRock Credit Allocation Income Trust v. Saba...more

Allen Matkins

Does The Business Judgment Rule Extend To A Board Interpretations?

Allen Matkins on

The California Supreme Court has adopted a rule of deference to most decisions made by community association boards...more

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