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Farrell Fritz, P.C.

Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign...

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Section 626 of New York’s Business Corporation Law governs standing to sue derivatively in New York.  It states that “an action may be brought in the right of a domestic or foreign corporation . . .  by a holder of shares or...more

Hogan Lovells

Delaware Supreme Court applies business judgment rule in litigation claiming speculative benefits to the board

Hogan Lovells on

The Supreme Court of Delaware reversed the Court of Chancery's application of the entire fairness standard to a company's decision to redomesticate. In the proceedings below, the minority shareholders of TripAdvisor, Inc. and...more

Conyers

BVI Court of Appeal Upholds Directors' Right to Inspect Company Documents, Including Litigation Funding Details

Conyers on

In a recent decision, the Eastern Caribbean Supreme Courts’ Court of Appeal reaffirmed the statutory rights of directors under the BVI Business Companies Act, 2004 (the “BCA”) to inspect company documents, including...more

Goodwin

“‘They Will Thank Me in the Long Run’”: Court of Appeal Considers Good Faith Obligations and Fiduciary Duties of Directors in...

Goodwin on

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

Sheppard Mullin Richter & Hampton LLP

New York Court of Appeals Reaffirms the Internal Affairs Doctrine for Foreign Corporations

Sheppard Mullin Richter & Hampton LLP on

In Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, 2025 N.Y. LEXIS 717 (N.Y. May 20, 2025), the New York Court of Appeals reaffirmed the fundamental and controlling nature of the internal affairs doctrine as it relates to the...more

Allen Matkins

Is There A Contemporaneous Membership Requirement For LLC Inspections?

Allen Matkins on

The Nevada Limited Liability Company Act provides “a manager” of a limited liability company “shall promptly deliver . . . a copy of the information required to be maintained by paragraphs (1), (2), and (4) of subdivision (d)...more

Allen Matkins

If You Agree That Stock Issuance Was Not "Compensation, Salary, Or Income", You May Want To Think Carefully Before Issuing A Form...

Allen Matkins on

Ten years ago, Hovik Nazaryan sued Femtometrix, Inc. claiming that the company had issued shares to him than it had promised.  The parties settled the lawsuit.  The settlement agreement provided that the stock issued to Mr....more

Conyers

Sunrise Radio Considered – Is a Debt-for-equity Swap Carried Out at an Undervalue Unfairly Prejudicial?

Conyers on

On 27 March 2025, the Eastern Caribbean Supreme Court, sitting in the Territory of the Virgin Islands, handed down its decision in BVIHCMAP2024/0002 Amstel Investment Holdings Limited and others v AMS Holdings Limited and...more

Farrell Fritz, P.C.

New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC...

Farrell Fritz, P.C. on

Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more

Cooley LLP

Delaware Supreme Court Reverses Chancery Court, Holds Business Judgment Review Applicable to Tripadvisor’s Decision to...

Cooley LLP on

Delaware corporations contemplating conversion to another state should take note of the Delaware Supreme Court’s recent decision in Maffei, et al. v. Palkon, et al., in which the court ruled that Tripadvisor’s decision to...more

Bennett Jones LLP

Can Business Conducted at Invalid Corporate Meetings Still be Valid and Effective? The BC Court of Appeal Says "Yes"

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In Yinghe Investment (Canada) Ltd. v CCM Investment Group Ltd., 2024 BCCA 285 (CCM Investment), the BC Court of Appeal upheld the chambers judge’s decision, ruling that: (1) an annual general meeting (AGM) and subsequent...more

Patton Sullivan Brodehl LLP

LLC Members May Ratify Prior Defective Actions

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Actions taken within business entities are sometimes deemed invalid due to procedural defects.  For corporations, section 119 of the Corporations Code establishes a clear procedure by which defective actions can be ratified...more

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