In the recent opinion of In re Activision Blizzard, Inc. Stockholder Litigation, Cons. C.A. No. 8885-VCL (Del. Ch. May 20, 2015), the Court approved the highest settlement reached
Continue Reading Record-Setting Derivative Action Settlement (275MM) Approved by the Court of Chancery
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Advancement and Indemnification Rights – Recovering Interest
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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…
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Advancement and Indemnification Rights – Recovering Fees on Fees
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Often times, a corporate official seeking advancement or indemnification will demand “fees on fees” – i.e. recovery of the costs associated with making a demand for advancement or indemnification.
As…
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Advancement and Indemnification Rights – Reasonableness of Expenses
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Regardless of whether a corporate official seeks advancement or indemnification, such individual may only recover those expenses that have been “actually and reasonably incurred.” 8 Del. C. §§ 145(a) and…
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Advancement and Indemnification Rights – “By Reason of the Fact” Standard
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Under the DGCL, advancement and indemnification is only appropriate if the director or officer is defending a claim that exists “by reason of the fact that the person is or…
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Advancement Rights Distinguished from Indemnification
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The statutory right to advancement of directors and officers of a Delaware corporation under Section 145(e) of the Delaware General Corporation Law (“DGCL”) should not be confused with indemnification rights…
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Confidentiality Agreements Discussed in Section 220 Demand Decision
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Often times, it is necessary for a stockholder to enter into a confidentiality agreement to view a corporation’s books and records. The Court of Chancery in Jefferson v. Dominion Holdings, …
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Scope of Section 220 Books and Records Demand Upon Close Corporation
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The 2014 decision of Jefferson v. Dominion Holdings, Inc., C.A. No. 8663-VCN (Del. Ch. Sept. 24, 2014) provides an excellent example of the scope of production allowable in a…
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Section 220 Inspection of Stocklist Materials
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Section 220 of the Delaware General Corporation Law (“DGCL”) provides a stockholder with the ability to inspect a corporation’s stocklist. Upon the prerequisites of the statute being met, the burden…
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Books and Records Action: Demand Cannot be Expanded Mid-Litigation
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A books and records demand made under Section 220 of the Delaware General Corporation Law (“DGCL”), must, among other things, state a “proper purpose”, and the categories of documents…
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