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Insolvency › Delaware General Corporation Law

Offit Kurman

Director & Officer Duties: What Every Leader Should Know

Offit Kurman on

Earlier this year, the FDIC, acting as receiver for Silicon Valley Bank (“SVB”), filed a breach of fiduciary duty lawsuit against six officers and eleven directors of the bank. The FDIC alleged that these individuals ignored...more

Polsinelli

DCGL Amendment May Breathe New Life Into Zombie Companies

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On August 1, 2023, the Delaware General Corporation Law (DGCL) was amended to create an “insolvency exception” to Delaware’s long-standing requirement that a sale of all or substantially all of a Delaware corporation’s assets...more

Morris James LLP

Delaware Supreme Court Enforces Class Vote Requirement, Reasons There Is No Insolvency Exception to Section 271 Of The Delaware...

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Stream TV Networks, Inc. v. SeeCubic, Inc., No. 360, 2021 (Del. June 15, 2022) - Section 271 of the Delaware General Corporation Law provides, among other things, that a majority vote of stockholders is required to sell...more

Hogan Lovells

Stream TV Networks v. SeeCubic: Delaware court rejects “board only” insolvency exception - Corporate / M&A Decisions update series

Hogan Lovells on

In Stream TV Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court reversed the Delaware Court of Chancery’s finding that the board of Stream TV Networks, Inc. (Stream) could sell all of Stream’s assets without a...more

Royer Cooper Cohen Braunfeld LLC

The (Failed) Failing Business Exception: Stockholders’ Right to Vote on Asset Transfers

Royer Cooper Cohen Braunfeld LLC on

In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Dismisses Consent and Unconscionability Claims Challenging Contract Between Parent and Wholly Owned Subsidiary

Skadden, Arps, Slate, Meagher & Flom LLP on

On March 30, 2020, in The Chemours Company v. DowDuPont Inc., et al., C.A. No. 2019-0351-SG (Del. Ch. Mar. 30, 2020), the Delaware Court of Chancery issued an important decision reaffirming bedrock principles of Delaware...more

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