Recent Posts

A Q&A with Mark Lebovitch of Bernstein Litowitz: A Plaintiffs’ Counsel’s Perspective on the Fee-Shifting Bylaw Debate
Posted on 10 Apr 2015 by Kevin M. LaCroix

One of the more significant recent developments in the corporate and securities litigation arena has been the emergence of the debate over fee-shifting bylaws following the Delaware Supreme Court’s May 2014 decision in ATP Tour, Inc. v. Deutscher... Read More

Podcast: Charles Durante of Connoll Bove Lodge & Hutz on Delaware Statutory Trusts
Posted on 15 Sep 2010 by LexisNexis Legal Business Community Staff

On this edition, Charles Durante of Connolly Bove Lodge & Hutz LLP in Wilmington, Del. discusses Delaware Statutory Trusts. Mr. Durante explains the reasons for using a trust for business, how a statutory trust is operated, tax considerations involving... Read More

Where to Incorporate: Should a California-Based Startup Incorporate in Delaware?
Posted on 6 Mar 2013 by Arina Shulga

One of the commonly asked questions that entrepreneurs ask their attorneys when forming a company is where to incorporate it. Most frequently, companies choose between incorporating in their home state and registering in Delaware. Delaware is... Read More

Delaware Court of Chancery Appoints Custodian to Break Deadlock of Profitable Corporation
Posted on 28 Aug 2015 by Francis G.X. Pileggi

In re: Shawe & Elting LLC , C.A. No. 9661-CB (Del. Ch. Aug. 13, 2015) [subscribers can access an enhanced version of this opinion: | Lexis Advance ]. There are many important principles of Delaware corporate law addressed in this 104... Read More

Delaware Court of Chancery Addresses Dilution Claims
Posted on 21 Jul 2015 by Francis G.X. Pileggi

Capella Holding, Inc. v. Anderson, C.A. No. 9809-VCN (Del. Ch. July 8, 2015), is a Delaware Court of Chancery decision that addresses recurring corporate litigation issues that make it a useful addition to the litigator’s toolbox (even as a duplicate... Read More

Annual Review of Key Delaware Corporate Decisions for 2014
Posted on 2 Feb 2015 by Francis G.X. Pileggi

This is the tenth year that we are providing our annual review of the key corporate and commercial decisions from Delaware’s Supreme Court and Court of Chancery. This year we decided to pick only the top five among the more than 200 or so opinions... Read More

Delaware Legislative Revision Proposed to Restrict Fee-Shifting Bylaws Introduced
Posted on 28 May 2014 by Kevin M. LaCroix

As discussed in a recent post ( here ), in a May 8, 2014 decision the Delaware Supreme Court upheld the facially validity of a nonstock corporation’s bylaw provision shifting attorneys’ fees and costs to unsuccessful plaintiffs in intra-corporate... Read More

Creditors’ Rights to Pursue Derivative Claims Against Company Directors Under Delaware Law
Posted on 12 May 2015 by Kevin M. LaCroix

In a detailed May 4, 2015 opinion ( here ), Vice Chancellor Travis Laster of the Delaware Chancery Court extensively reviewed the rights of an insolvent company’s creditors to pursue derivative claims against the company’s directors [ an enhanced... Read More

Delaware Franchise Tax Due March 1: Two Methods Of Calculation, Two Vastly Different Results
Posted on 1 Feb 2012 by Trent Dykes

Just a reminder to those who have Delaware corporations, your annual report and franchise tax payment are both due on March 1. At this point, you should have already received from Delaware your notification of annual report and franchise tax due,... Read More

Chancery Grants Petition to Dissolve Deadlocked Corporation
Posted on 11 Feb 2015 by Francis G.X. Pileggi

In The Matter of Bermor, Inc., C.A. No. 8401-VCL (Del. Ch. Feb. 9, 2015). This Delaware Court of Chancery opinion is noteworthy for its pithy analysis of a petition to dissolve a deadlocked corporation pursuant to DGCL Section 273, which is a statutory... Read More

The Influence of Kahn v. M&F Worldwide Corp. in Going-Private Transactions
Posted on 24 Nov 2014 by Brian JM Quinn

In a sign that Delaware's approach to going-private transactions has some legs, an appellate court in NY recently applied the principles of Kahn v. M&F Worldwide Corp. (MFW) to a going private transaction, thereby aligning New York's law in... Read More

Should Nevada Be the New Preferred Forum? (That’s Right, Nevada.)
Posted on 13 Aug 2015 by Kevin M. LaCroix

As I noted in a recent post , when the Wall Street Journal has a front-page article asking the question whether Delaware’s claim as the preferred home jurisdiction for many U.S. corporations continues to be warranted, it might be time to wonder... Read More

Delaware Proposes New Fee-Shifting and Forum Selection Legislation
Posted on 10 Mar 2015 by Francis G.X. Pileggi

Legislation is being proposed to ask the Delaware Legislature to limit the ability of corporations to adopt fee-shifting provisions in their charter and bylaws, but to provide additional support for adopting forum selection clauses in those same corporate... Read More

A Look at the Modern Business Judgment Rule
Posted on 18 Aug 2015 by Kevin M. LaCroix

Under time-honored standards, and as developed over time by Delaware’s court, the business judgment rule is, as is often stated, a “presumption that in making a business decision, the directors of a company have acted on an informed basis... Read More