In 2015, Delaware adopted a new statute, the Delaware Rapid Arbitration Act (the “DRAA”), designed to address an identified need of parties for a very rapid and streamlined way to address disputes confidentially and outside the four walls of a
Duane Morris Delaware Business Law
Duane Morris Delaware Business Law blog, published by Duane Morris LLP, focuses on legal developments and issues related to Delaware corporate law. It covers topics such as arbitration under the Delaware Rapid Arbitration Act, corporate governance including board-centric governance and bylaws, stockholder rights and books-and-records demands under Delaware General Corporation Law Section 220, and legislative amendments affecting Delaware corporations. The blog provides analysis of Delaware Supreme Court decisions and legislative proposals impacting corporate internal affairs and dispute resolution mechanisms.
Latest from Duane Morris Delaware Business Law - Page 2
Advance Notice Bylaws — Rarely Subject to Abstract Challenge
A defining feature of Delaware corporations is board-centric governance. Stockholders’ participation in corporate governance is largely limited to voting in corporate elections, and directors’ accountability to stockholders, in most circumstances, is limited to the ballot box. As a result, bylaws…
Delaware Supreme Court Clarifies Standards Applicable to Books-and-Records Demands Under Section 220 of the Delaware General Corporation Law
Please see the Duane Morris alert [here] addressing a recent decision of the Supreme Court of Delaware. The court provides guidance on the pleading standards a stockholder must satisfy in order to show a “credible basis to infer wrongdoing” to…
Delaware General Assembly Proposes Major Amendments to the Delaware General Corporation Law
On February 17, Delaware State Senator Bryan Townsend introduced a bill, SB 21, to the state legislature. SB 21 proposes to make significant changes to a number of sections of the Delaware General Corporation Law (DGCL). The DGCL is the…
Delaware Supreme Court Finds Corporate Conversion out of Delaware Under “Blue Skies” Governed by Business Judgment Standard
By Christopher M. Winter The Delaware Supreme Court ruled yesterday that the decision by directors and the controlling stockholder of TripAdvisor, Inc., and its parent to reincorporate in Nevada was subject to review under the deferential business judgment rule. The…
Supreme Court Reverses Liability Finding against Acquirer — Inaction over Seller’s Misleading Proxy Statement Insufficient to Impose Liability
In a corporate buyout, can the buyer be held liable for misconduct by the seller’s management? Buyer and seller sit at the opposite ends of the table — each deal team is responsible to their respective side to negotiate the…
Minding Your Financial Affairs–Corporate Stock and Communications
Do you own shares of stock? Are the stock certificates in a dusty bank box somewhere? Have you received communications from the company recently? If not, you should probably check in with the company to see if your shares have…
PRECISION IN DRAFTING–PART DEUX
A new decision of Delaware’s Court of Chancery addresses an interesting intersection of recent attention to entities potentially moving their places of incorporation from Delaware to some other jurisdiction–like Nevada–and 2022 amendments to Section 266 of the DGCL that changed…
Precision in Drafting–Information Rights of Members of LLCs
A recent order from the Court of Chancery highlights the need for precision in the drafting of LLC operating agreements, particularly in setting forth the rights that members of the LLC will have to information regarding the LLC. On August…