Corporate Entities

  • Effective Internal Investigations

    A Checklist for In-House Counsel

    Every general counsel over the course of his or her career will face the need to conduct an internal investigation into events at the company. Many of these may be routine in nature, such as matters dealing with individual employees or human resources issues. But at times, the company may be required to examine issues affecting the core of its business, with potential serious impact on its financial performance or with regulatory exposure.

    November 02, 2017Terence Healy

  • Delaware Corporate Law and Chancery Review

    Key Decisions from DE's Supreme Court and Court of Chancery

    A few recent decisions from the Delaware Court of Chancery provide practical guidance for corporate executives regarding the standard of review that the courts will apply to challenges to executive compensation decisions.

    September 02, 2017Francis G. X. Pileggi

  • Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

    Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages post-closing. In light of the Delaware courts' jurisprudence post-Corwin, such claims are unlikely to succeed

    July 02, 2017Lewis H. Lazarus

  • General Personal Jurisdiction in Aviation Cases After Daimler

    Daimler's impact is seen in a growing number of decisions where courts have dismissed actions because they found that the corporate defendants' business connections to the jurisdictions were not sufficient to justify general jurisdiction.

    June 02, 2017Steven R. Pounian and Justin T. Green

  • DE Chancery Court Strikes Down Fee-Shifting Bylaw

    In Solak v. Sarowitz, the Delaware Court of Chancery held that a corporate bylaw ran afoul of 8 Del. C. Section 109(b), as recently amended, where it purported to shift attorney fees and expenses to an unsuccessful stockholder that filed an internal corporate claim outside of the state of Delaware.

    February 01, 2017Gary W. Lipkin, Alexandra Rogin and Justin M. Forcier
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