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Section 223 of the Delaware General Corporation Law (the “DGCL”) provides an invaluable remedy to stockholders when there are no directors in office, or when, due to vacancies or newly created directorships, the directors in office constitute less than a majority of the board.

Under Section 223(a) of the DGCL, when there are no directors…

Section 225 of the Delaware General Corporation Law (“DGCL”) provides a mechanism through which shareholders, directors or officers of a corporation can challenge the appointment, removal or resignation of any director or officer of a corporation.

The recent decision of Martin v. Med-Dev Corp, C.A. No. 10525-VCP (Del. Ch. Oct. 27, 2015), demonstrates the importance…

Very recently, we wrote on the Andrikopoulos decision of Vice Chancellor Parsons (Andrikopolous v. Silicon Valley Innovation Company, LLC, C.A. No. 9899-VCP (Del. Ch. July 30, 2015), which held that, in a matter of first impression under Delaware law, claims for advancement by directors or officers against a company in receivership should…

In the recent decision of Andrikopolous v. Silicon Valley Innovation Company, LLC, C.A. No. 9899-VCP (Del. Ch. July 30, 2015), Vice Chancellor Parsons addressed the novel issue under Delaware law as to what priority level advancement claims are afforded in a receivership action.

This case is an important read for any director or officer…

Delaware companies should “tread carefully” in denying a present or former executive’s demand for advancement, because as reflected by the recent decision of Blankenship v. Alpha Appalachia Holdings, Inc., C.A. No. 10610-CB (Del. Ch. May 28, 2015), the Court of Chancery has commonly granted such executive his or her attorneys’ fees, or a portion…

The Delaware Supreme Court and the Court of Chancery have each amended their Rules to implement the Delaware Rapid Arbitration Act.  The announcement of these amendments provides,

Amendments to the Delaware Supreme Court Rules and the Court of Chancery Rules Related to the Delaware Rapid Arbitration Act

To implement aspects of the recently-enacted Delaware Rapid…

Are corporate officials entitled to interest on advancement and indemnification obligations owed by the company?

While the statute, 8 Del. C. § 145, does not address the recovery of interest directly, the answer is yes.  Delaware Courts have awarded pre-judgment interest on amounts owed by a corporation to its corporate officials.  Zaman v. Amedeo Holdings …