Capital Corp. v. Gatz Properties, LLC , is an iconic opinion
from the Delaware Court of Chancery that was issued on Jan. 27, 2012 and highlighted
on these pages here. This decision is momentous because it explains
why fiduciary duties will...
The annual letter to Berkshire Hathaway shareholders of
Warren Buffett, the company's Chairman, is anticipated every year as much (or
arguably more) for its commentary on the financial world and the economy as it
is for its discussion of the company's...
The advisory shareholder vote required under the Dodd
Frank Act went through its first cycle in 2011, and by and large most
companies' shareholders approved the companies' executive compensation plans.
Only about 45 companies (less than 2%...
Section 10A of the Securities and Exchange Act of 1934
requires reporting by auditors to the Securities and Exchange Commission (SEC)
when, during the course of a financial audit, an auditor detects likely illegal
acts that have a material impact on...
Jagodzinski v. Silicon Valley Innovation
Company LLC , C.A. No. 6203-VCP (Del. Ch. Feb. 14, 2012).
The issue addressed in this case was whether the Court of
Chancery should grant a Motion for Contempt and for the Appointment of...
Indemnification is the first and most important line of
defense for the protection of directors and officers. But corporate officials
are not always entitled to indemnification. For example, under Delaware law,
they cannot claim mandatory indemnification...
Most management liability insurance policies these days
are written on a claims made basis - -that is, they cover claims that are first
made during the policy period. But what determines when a claim is first made?
A February 15, 2012 decision from...
In preparing for annual shareholder meetings and
evaluating decisions about key governance practices, governance professionals,
boards and management often need to evaluate appropriate responses to
shareholder proposals and...
In their paper "A Great Game: The Dynamics of State
Competition and Litigation" ( here ),
Ohio State Law Professor Steven Davidoff and
Notre Dame Finance Professor Matthew
Cain analyzed the M&A related litigation during the period 2005...
Eckert Seamans has announced that Kevin F. Brady, a veteran
Delaware litigator, has joined the firm's Wilmington, Delaware, effective February 15, 2012. Kevin spent 20 years as a
litigator with the Delaware office of Skadden Arps and has been recognized...
The LexisNexis Corporate & Securities Community
would like to express its sadness over the passing of Julian "Kali" von
Kalinowski, noted antitrust practitioner and the author and general editor of
three LexisNexis publications.
In the wake of the disastrous April 2010 Deepwater
Horizon oil spill, BP was hit with a wave of litigation from plaintiffs
asserting claims of personal injury, wrongful death and property damage. The
claimants also included BP shareholders raising...
Bank v. NetApp, Inc., C.A. No. 6772-VCG (Del. Ch.
Feb. 6, 2012).
Whether supplement documents should be produced to comply
with post-trial determination pursuant to DGCL Section 220 that books and
records must be...
During last week's PLUS D&O Symposium, several of the
panels discussed the problems surrounding the current onslaught of
M&A-related litigation - and appropriately so, as the surging levels of
M&A litigation is one
of the most distinct...
E&Y was censured and fined a record $2 million by the
PCAOB in connection with repeated violations of professional standards. It was
imposed in a proceeding that was filed in March 2011 as a non-public but which,
for good cause shown, was made...
We typically focus on summarizing corporate and
commercial decisions of Delaware's Supreme Court and Court of
Chancery, but today we find noteworthy a bevy of new lawsuits just filed
in the Delaware Court of Chancery. These new suits challenge...
by Joshua Druckerman
LCD screens are everywhere. These power-efficient,
lightweight, and slim liquid crystal displays are ubiquitous in just about
everything in consumer and industrial electronics these days. Televisions,
cars, laptops, cell phones...
Since the passage of Dodd-Frank, in the summer of 2010,
there has been a constant drumbeat from representatives of the corporate
community, particularly the Business Roundtable and the U.S. Chamber of
Commerce, regarding the need for an increased level...
As a follow up to his State of the Union address, Pres.
Obama yesterday issued a press release calling for a number of initiatives to
help small business. Among them, it said, "The President is calling to raise
the offering limit under Regulation...
Some 25 years ago I attended a crowded and agitated
shareholders meeting for a Fortune 500 company. During the meeting, a
shareholder held up a large and colorful chart for the meeting attendees to
see. The chart showed the change...
Carlyle has apparently backed off including a controversial arbitration provision as part of its IPO that
would have prevented unitholder class actions. According to Bloomberg :
"After consultations with the SEC, Carlyle investors and
Recent sharply-worded accusations that the FDIC had
failed to preserve documents attracted quite a bit of media attention. For
example, a January
27, 2012 Wall Street Journal article reported the charges of counsel
for two former IndyMac bank executives...
Just a reminder to those who have Delaware corporations,
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,...
Auriga Capital Corp. v. Gatz Properties LLC ,
C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012), read opinion here .
What this Case is About and Why it is
This case establishes a high-water mark in terms of
providing the most comprehensive...
Federal criminal investigators have raided the offices
and apartment of an active Chinese reverse merger player, according
to the Financial Investigator. The player's group, located on Wall Street,
didn't reply to the reporter's effort...