BLOG POST ARTICLES: KEEPING YOU UPDATED ON CORPORATE LAW

DJCL

Two Delaware Law Professors Deliver 35th Annual Francis G. Pileggi Distinguished Lecture In Corporate Law

The Delaware Journal of Corporate Law of Widener University Delaware Law School proudly sponsored the 35th Annual Francis G. Pileggi […]

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“BOOKING” Your Mark: The Potential Future of Trademark Law under United States Patent and Trademark Office v. Booking.com

By:  Colin A. Keith, DJCL Articles Editor at Widener University Delaware Law School. The field of intellectual property law is […]

Bankruptcy

Changing the Bankruptcy Venue Statutes Would Undermine the Effectiveness of the U.S. Corporate Bankruptcy System

By:  Ryan M. Messina, CPA; DJCL External Managing Editor at Widener University Delaware Law School. As the 2020 Democratic Party […]

The Importance of Operating Agreements in Significant Transactions

By:  Allison M. Neff, Editor-in-Chief of the Delaware Journal of Corporate Law. In the wake of the Delaware Supreme Court […]

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The Burdensome Effect of California’s Consumer Privacy Act of 2018 on Businesses

By:  T. Paul Markovits, DJCL Web Editor at Widener University Delaware Law School If you counsel businesses regarding their liability […]

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Anthem-Cigna Failed Merger, Shareholder Suit on the Way

By:  Colin A. Keith,  DJCL Articles Editor at Widener University Delaware Law School In the story of two health insurance giants, […]

Delaware’s Voluntary Certification of Sustainability Law

By: Ashley Farrell On June 27, 2018, the Delaware Sustainability and Transparency Standards Act (the “Act”) was signed by Governor […]

Will the Loss of the Electric Vehicle Tax Credit Lead to the Demise of Tesla?

Ryan M. Messina In 2010 the Obama administration implemented Internal Revenue Code Section 30D, a federal tax credit of up […]

Discovery Facilitators

Alexandria J. Crouthamel Recently, the Delaware Court of Chancery decided to use a discovery facilitator in the very early stages […]

34TH ANNUAL FRANCIS G. PILEGGI DISTINGUISHED LECTURE IN LAW

On Friday, November 2, 2018, at the Hotel DuPont in Wilmington, Delaware, Professor David A. Skeel Jr., distinguished S. Samuel Arsht […]

No Longer an Existential Threat: Minimizing Cybersecurity Risks and Upholding Duties

Kacee Benson The World Economic Forum lists cybersecurity breach as one of the five most serious risks facing the world […]

The 2018 Amendments to DGCL § 262

Zachary J. Schnapp On August 1, 2018, Senate Bill 180 (the “2018 Amendments”)—a technical bill proposed by the Delaware General […]

The Tax Cut and Jobs Act: What It Means for Business

Joseph Farris Many are still digesting how the recent Congressional tax legislation, H.R. 1, also known as the Tax Cut […]

The Materiality of Opinions: Appel v. Berkman

Colleen Degnan In Appel v. Berkman, No. 316, 2017 (Del. Feb. 20, 2018) (hereinafter “Appel”), the Delaware Supreme Court reversed […]

The Most Difficult Theory to Prove, Remains Unproven: Don’t Bypass the Board of Directors

Adesola Adegbesan In City of Birmingham Ret. & Relief Sys. v. Good, No. 16, 2017, (Del. Dec. 15, 2017), the […]

The Deal Price Matters: Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et. al

Jill Dolan In Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et al., No. 565, 2016, (Del. Dec. […]

Plaintiff’s Counsel Learned a Lesson

Amanda Fedak Section 220 of the Delaware General Corporation Law, the right to demand an inspection of books and records, […]

Break up The Deadlock or Break up Entirely—Judicial Dissolution in Cases of Deadlock

Andrew Ralli In the context of judicial dissolution, deadlock refers to the inability to make decisions and take action, such […]

Patent Venue After TC Heartland: Finding Meaning in “Regular and Established Place of Business”

Breana Barker In TC Heartland LLC, v. Kraft Foods Group Brands LLC, the United States Supreme Court held that the […]

“Red Flags” and the Duty of Oversight

Sarah Baker Under Delaware law, the fiduciary duty of oversight imposes several obligations on boards of directors, including the responsibility […]

Rule 23.1: Take it to the Board or the Court, Not Both

Kevin Packer In its recent decision in Zucker v. Hassell, the Court of Chancery addressed when a shareholder can have […]

Direct and Derivative Claims in El Paso v. Brinckerhoff

Melaina Hudack In its recent decision in El Paso v. Brinckerhoff, the Delaware Supreme Court reversed the Court of Chancery’s […]

In re OM Group, Inc. Stockholders Litigation: The Value of a Vote

Caneel Radinson-Blasucci In its recent In re OM Group, Inc. Stockholders Litigation (“OMG”) opinion, the Court of Chancery addressed an […]

Post-Close Disclosure Claims in Nguyen v. Barrett

John Brady Nguyen v. Barrett deals with post-close claims of breach of fiduciary duty and improper/partial disclosure arising out of […]

Genuine Parts Requires Genuine Jurisdiction: Protecting Our Economy Through Constitutional Principles

Brittany Giusini        The Delaware Supreme Court’s recent opinion in Genuine Parts Co. v. Cepec gives clarity to long-standing personal jurisdiction principles […]

Annual Review of Key Delaware Corporate and Commercial Decisions

Francis Pileggi  This is the twelfth year that I am providing an annual list of key Delaware corporate and commercial decisions. […]

Rebutting Fairness in Business: A Look at In Re Books-A-Million

Lindsay Killian In its recent decision in In Re Books-A-Million, Inc. Stockholders Litigation (“BAM”), the Delaware Court of Chancery addressed […]

The Chancery Court Strictly Adheres to the Proper Purpose Requirement in 220 Actions in Two Recent Decisions

Katelyn Tuoni Section 220 of the Delaware General Corporation Law provides a process for stockholders to request access to a […]

Contractual Versus Statutory Rights In Books And Records Demands On Delaware Statutory Trusts

Jason Rigby In Grand Acquisition, LLC, v. Passco Indian Springs DST, the Delaware Court of Chancery determined a beneficial owner of […]

Calesa Associates: Recognizing an Anomaly of Corporate Law Pleadings

Matthew Goeller In Calesa Associates, L.P. v. American Capital, Ltd., Vice Chancellor Glasscock denied defendants’ motion to dismiss plaintiffs’ claims alleging […]

In re Appraisal of Dell Inc.: Eliminating the Tension Between a Share-Tracing Requirement and the Continuous Record Holder Requirement

Ashley Callaway The Delaware Chancery Court caused quite a stir with the issuance of the opinion for In re Appraisal […]

Does the Equitable Mootness Doctrine Apply to Appeals from Chapter 7 Liquidations?

Jennifer Penberthy Buckley When implementation of a confirmed Chapter 11 plan proceeds while an appeal is pending, the District Court […]

Section 141(k) Mandatory Prohibition of For-Cause Removal of a Declassified Board

Kendra Rodwell On December 21, 2015, in In re Vaalco Energy Shareholder Litigation, the Delaware Court of Chancery granted the […]

One of These Things is Not Like the Other: Student Bar Loan Distinguished from Traditionally Nondischargeable Student Loan Debt

Kaitlin E. Maloney  In a recent turn of events regarding the dischargeability of student loan debt, the United States Bankruptcy […]

Applying Omnicare and Protecting Investors Under § 11 of the ‘33 Act

Nicholas D. Picollelli, Jr. In order for a company to offer securities in interstate commerce, it must comply with the […]

EZCorp Deems Entire Fairness Standard Appropriate When Controlling Shareholder Receives Non-Ratable Benefits

Helene Episcopo In the Court of Chancery’s recent opinion, In re EZCorp Inc. Consulting Agreement Derivative Litigation (“EZCorp”), the court […]

In Re Trulia, Inc. Stockholder Litigation: End to Disclosure Settlements?

Erin Rogers In January 2016, the Court of Chancery issued an opinion in In re Trulia, Inc. Stockholder Litigation that […]

The Impact of Obergefell on Employee Benefits in Delaware

Elizabeth Miosi On June 26, 2015, the United States Supreme Court issued its historic ruling in Obergefell v. Hodges, holding that the right […]

Puerto Rican Debt Crisis: A Proposal to Amend Federal Bankruptcy Law

Ashley B. DiLiberto Puerto Rico is deeply in debt, and this United States territory is in desperate need of help.  […]

Affordable Care Act Creates Incentives for Small Businesses to Provide Health Benefits

Samantha Darrow Osborne Recently, the Affordable Care Act (“ACA”) has substantially increased individual penalties, which create an incentive for small […]

Considerations in Implementing Country-by-Country Reporting

John Brady Introduction On October 20, 2015, the Organization for Economic Co-operation and Development (“OECD”) released the final report on […]

Delaware Supreme Court Finds Third-Party Advisor Liable for the Board’s Breach

Michael Laukaitis  The Delaware Supreme Court narrowly refined the Revlon analysis in RBC Capital Markets, LLC v. Jervis (“Rural Metro”). […]

Fine-Tuning Revlon: The Consequence of Fair and Fully Informed Stockholder Votes

Nicholas D. Picollelli, Jr. In the context of strategic acquisitions, the Supreme Court of Delaware’s recent opinion in Corwin v. […]

The U.S. Government and Corinthian Colleges, Inc.: Picking Winners and Losers

Christopher Kephart Thanks to a relatively obscure federal statute, with rules written during the Clinton administration regarding the discharge of […]

Director Independence Analysis Refined

Sabrina M. Hendershot In a rare reversal of a Court of Chancery decision, the Delaware Supreme Court revived a pension […]

Bargaining Away Fiduciary Duty: Considering Partnership Agreements After Kinder Morgan

Donald Huddler The recent Dole and Kinder Morgan Court of Chancery opinions highlight the differing roles of fiduciary duties in […]

Chancery Court Issues Discretionary Remedy to Dole Shareholders in Fraud

Brandon Harper In an August 27, 2015 Chancery Court opinion, Vice Chancellor Laster awarded shareholders of Dole Food Company damages […]

Amendments to DGCL Sections 204 and 205: Another Example of How Delaware Does Corporate Law Best

Jacob Fedechko The recent amendments to 8 Del. C. §§ 204, 205 are prime examples of how the Delaware legislature […]

In El Paso the Court of Chancery Found that the Modification of Fiduciary Duties Does Not Grant carte blanche

Thibaut Lesure This decision comes as a reminder that even though a limited partnership agreement may eliminate, expand or limit […]

Proposed Financial Firm Tax

Brian J. King On January 17, 2015, President Obama, in a White House press release, proposed a “7 basis point […]

Direct Mktg. Ass’n v. Brohl: A Temporary Win for On-Line Retailers

Adam Young In a recent decision, Direct Mktg. Ass’n v. Brohl, the United States Supreme Court held that the Tax […]

Proposed Forum Selection Amendment Reinforces Boilermakers, Spells Waterworks for City of Providence and, As Always, Delaware Prevails

Kyle Wu In the beginning, there was New Jersey.  New Jersey dominated the corporate law world at the turn of […]

Miramar Police Officers’ Retirement Plan v. Murdoch: Not Bound By The Past

Justin Forcier On April 7, 2015, Chancellor Bouchard issued an opinion holding that a subsidiary corporation is not bound by […]

Material or Not: Can Failure to Disclose Under S-K Item 303 Give Rise to a Fraud Class Action?

Sabrina M. Hendershot A new question has arisen in the realm of securities litigation: does an alleged failure to make […]

The Corporate Law Background of the Necessary and Proper Clause: A Synopsis and Practical Effect

Candice I. Walker What exactly does the phrase “necessary and proper” mean as it pertains to Article I, Section 8 […]

Amendments to Delaware’s Public Benefit Corporation Statute

John Gentile In 2013, Delaware adopted legislation permitting the formation of “public benefit corporations.”  Delaware joined the growing number of […]

Accelerated Arbitration Rejuvenation: State Passes the Delaware Rapid Arbitration Act

Alexander Bonder Besieged by legal obstacles, Delaware’s alternative dispute resolution method for business matters, 10 Del. C. § 349, came […]

Proposed Amendments to Delaware’s Appraisal Statute: How Much Do They Matter?

Jacob Fedechko Delaware appraisal litigation has been receiving its fair share of attention from commentators and the judiciary.  Now it […]

Tax Avoidance Trends Among Multinational Enterprises: An Examination of Intellectual Property Transaction and Corporate Income Tax Avoidance

Brian J. King It is no secret that large multinational enterprises (“MNEs”), a large percentage of which are Delaware corporate entities, have […]

3M Cogent Appraisal Litigation—Stock Based Compensation as a Factor in the Discounted Cash Flow Analysis—Parsons’s Side of the Table

Alex Faris In mid-2013, Vice Chancellor Donald F. Parsons issued an opinion regarding the fair value of Cogent, which was acquired […]

Stock-Based Compensation as a Cash Expense in Appraisal Rights Litigation

John Gentile Appraisal rights litigation has been steadily rising in both the number of petitions filed and the dollar amounts […]

Appraisal “Arbitrage”: Give It Another Name, But Let It Continue

Thomas H. Kramer Two recent decisions from the Court of Chancery of Delaware have generated calls for legislative action to […]

Putting a Stop to Appraisal Arbitrage

William J. Burton In two recent opinions, the Delaware Court of Chancery wrestled with an important question regarding appraisal litigation. […]

RadioShack: Only the Relevant Survive

Michael Van Gorder and Tara C. Pakrouh On February 5, 2015, RadioShack Corporation (“RadioShack”), along with several of its affiliates, […]

Lehman Brothers Holdings, Inc. v. Spanish Broadcasting Systems, Inc.: Anything You Don’t Say or Do May Be Used Against You

Tara C. Pakrouh In a recent order, the Delaware Supreme Court affirmed a Delaware Court of Chancery determination that Lehman […]