Delaware Governor John Carney recently signed into law a bill to amend Section 145 of the Delaware General Corporation Law (“DGCL”) to allow Delaware corporations to use captive insurance for
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Fiduciary Duties
Delaware Court of Chancery Dismisses Complaint Against Certain Officers, Directors and Stockholders of Roan Resources, Inc.
By Kasey DeSantis on
In a 77-page Memorandum Opinion issued by Vice Chancellor Fioravanti in Cindy Harcum v. John Lovoi et al., C.A. No. 2020-0398-PAF (Del. Ch. Jan. 3, 2022), the Delaware Court…
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No Damages Found in PLX Technology Stockholders Litigation Suit
By Fox Rothschild LLP on
In the recent decision of In re PLX Technology, Inc. S’holders Litig., Consl. C.A. No. 9880-VCL (Del. Ch. Oct. 16, 2018), the Delaware Court of Chancery found that shareholders…
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“Partial and Elliptical Disclosures” Prevent the Application of Corwin Business Judgment Review
By Fox Rothschild LLP on
In the recent decision of Morrison v. Berry, No. 445, 2017 (Del. July 9, 2018), the Delaware Supreme Court issued an opinion of import in connection with the Corwin …
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Chancery Dismisses Claims that are Duplicative of Breach of Contract Claim
By Fox Rothschild LLP on
In the recent decision of Edinburgh Holdings, Inc. v. Education Affiliates, Inc., C.A. No. 2017-0500-JRS (Del. Ch. June 6, 2018), the Delaware Court of Chancery considered whether claims for…
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Demand Not Excused When “Best Practices” Not Followed
By Fox Rothschild LLP on
When a derivative lawsuit is brought on behalf of a company, the derivative plaintiff will often times attempt to argue that demand upon the board would be “futile” in order…
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Breach of Fiduciary Duty Does Not Always Lead to Damages
By Fox Rothschild LLP on
It is not uncommon for the Court of Chancery to find that a fiduciary duty was breached, but to award only nominal damages or no damages as a result of…
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Caremark Claims Analyzed by Delaware Court of Chancery
By Fox Rothschild LLP on
In the recent decision of Oklahoma Firefighters Pension & Retirement System v. Corbett, C.A. No. 12151-VCG (Del. Ch. Dec. 18, 2017), the Delaware Court of Chancery provided a scholarly…
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You Can’t Pick Your Facts
By Beth B. Miller on
Clients can pick their own attorneys but they cannot pick their own facts. A recent case decided by Master Ayvazian highlights the difficulties that unfortunate facts can present.
Creditors have…
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To Ensure a Successful Estate Plan, Take a Holistic Approach
By Beth B. Miller on
The Delaware Supreme Court has just handed down a decision that dramatically illustrates the need to take a holistic approach to an estate plan to ensure that what you want…
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