Five Tips for a New Public Company Director
FCA Implications for M&A Transactions
How to Secure Advances to Fund Legal Fees
Mediating Complex Insurance Coverage Disputes Series Part 4 - How to Seal the Deal
Practical Training for Project Managers & Supervisors Two-Part Webinar Series: Part Two
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Indemnification Provisions: What They Mean and What You Should Worry About
FCPA Compliance and Ethics Report-Episode 168-Dan Cogdell on criminal procedure issues in defending an individual prosecuted criminally under the FCPA
CorpCast Episode 2: Advancement 101
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
In a notable opinion that impacts how Delaware corporations consider advancement of litigation expenses to their officers and employees, the Delaware Chancery Court signaled that, when corporations grant a right to...more
How do advancement or indemnification rights arise? Section 145 of the Delaware General Corporation Law (DGCL) allows corporations to protect present and former directors and officers from expenses incurred in connection...more
Delaware amended its Corporation Law (Section 145(g)) to expressly permit the use of captive insurance to protect directors and officers, including from claims for which indemnification is prohibited, joining many other key...more
Online Healthnow, Inc. et al v. CIP OCL Investments, LLC et al considers whether certain indemnification limits violate the public policy of the State of Delaware....more
Perryman v. Stimwave Tech. Inc., C.A. 2020-0079-SG (Del. Ch. Apr. 15, 2021) - Section 145 of DGCL permits corporations to grant advancement rights to persons who may be entitled to indemnification so that they may fund...more
Directors and officers (Ds&Os) face exposure to potential personal liability for claims made against them in their capacity as directors and officers of the companies that they serve. This article is part one in a two-part...more
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
On July 16, Delaware Governor John Carney signed into law the 2020 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the Delaware...more
Overview Governor Carney recently signed into law certain amendments (the Amendments) to the Delaware General Corporation Law (the DGCL) that (i) clarify the powers of boards of directors in an emergency...more
On June 23, 2020, the Delaware General Assembly adopted amendments to the Delaware General Corporation Law (DGCL) proposed by the Delaware State Bar Association, including provisions confirming certain powers that a board of...more
Once it has been determined that a breach of a financial statement representation in an acquisition agreement has occurred—specifically with respect to an identified income statement—the question arises as to the quantum of...more
An unbroken sequence of Delaware trial court decisions have reflected strong pro-policyholder leaning in insurance cases in furtherance of the state’s pro-business model. Following the most recent of these pro-policyholder...more
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
What makes a corporate officer an “officer”? For corporations, the issue of who qualifies as an officer is significant because corporations may be required to advance legal expenses and indemnify their officers pursuant to...more
Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more
Companies want to attract talented leadership, and protections for officers and directors against lawsuits can be part of the total package. This is one reason why many businesses incorporate in Delaware—Delaware law...more
When a family business operated as a limited liability company brings on professional management, the parties typically focus on items in the operating agreement such as capital contributions, allocations and distributions,...more
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more
In a recent Delaware Court of Chancery case - Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG - Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery took on a “familiar” issue with a “twist”:...more
Fee Shifting and Forum Selection Clauses - Much attention has been paid to Delaware legislative developments regarding fee shifting and forum selection clauses. On June 24, 2015, Delaware Governor Jack Markell signed...more
We’re back with the second episode of CorpCast, Morris James LLP’s podcast discussing Delaware corporate and commercial law and practice. In “Advancement 101,” we discuss the fundamentals of advancement actions in Delaware’s...more
Delaware courts have routinely upheld post-closing merger price adjustments that comply with the requirements of Section 251 of the Delaware General Corporation Law. To allow stockholders to make an informed decision as to...more
The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require...more