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Contract Interpretation Delaware General Corporation Law

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

Farrell Fritz, P.C.

Court’s Decision in High Stakes Case Cuts Through the “Fog of Dueling ‘Notwithstanding’ Clauses”

Farrell Fritz, P.C. on

In a post I wrote about a dozen years ago, I quoted Ken Adams, blogger and author of A Manual of Style for Contract Drafting, who, commenting on the oft-used contract clause, “Notwithstanding anything to the contrary in this...more

White and Williams LLP

The Dangers of Copy and Paste: Using Corporate Statutory Language in an LLC May Result in Unintended Consequences

White and Williams LLP on

Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more

A&O Shearman

Delaware Chancery Court Finds Limited Liability Companies Can Be Liable For Advancement To Members, Even Under Delaware Corporate...

A&O Shearman on

On April 30, 2019, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery held that plaintiff Freeman Family LLC (“Freeman”), a member of Park Avenue Landing LLC (the “Company”), is entitled to advancement...more

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