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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DGCL
Stockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger
By Chaney Hall on
In Todd Swift v. Houston Wire & Cable Co., C.A. No. 2021-0525-LWW, memo. op. (Del. Ch. Dec. 3, 2021), the Court of Chancery found that a stockholder lacked standing…
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Supreme Court Affirms Chancery’s Section 204 and 205 Rulings
By Fox Rothschild LLP on
On October 22, 2015, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s ruling in the action Boris v. Schaheen, No. 121, 2015 (Del. Oct. 22, 2015). As…
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Section 205 Actions Further Clarified
By Fox Rothschild LLP on
Section 205 of the DGCL provides the Court of Chancery with broad powers to fashion declaratory and other appropriate remedies, and specifies considerations to be weighed by the Court of…
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Advancement for Intervention Permitted
By Fox Rothschild LLP on
Not uncommonly, a former director or officer of a Delaware corporation will bring a claim for advancement against the company to defend his or herself in a lawsuit arising “by…
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Joint Venture Dissolution Under Section 273: Appropriate Remedies
By Fox Rothschild LLP on
If a petitioner is able to satisfy the three requirements set forth in Section 273 of the DGCL—namely (i) two 50/50 stockholders, (ii) engaged in a joint venture, and (iii)…
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Section 273 Dissolution – Inability to Agree upon the Desirability of Discontinuing the Joint Venture
By Fox Rothschild LLP on
Under Section 273 of the DGCL, the third requirement under the statute is the inability of the two stockholders to agree upon the desirability of discontinuing the joint venture…
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Advancement Claim Denied by Court of Chancery
By Fox Rothschild LLP on
In the most recent advancement decision issued by the Court of Chancery, Charney v. American Apparel Inc., C.A. No. 11098-CB (Del. Ch. Sept. 11, 2015), the Court declined to grant…
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Advancement Claim Denied – “By Reason of the Fact” Standard Analyzed
By Fox Rothschild LLP on
Under Section 145 of the Delaware General Corporation Law (“DGCL”), claims for indemnification or advancement by a director or officer of a corporation must relate to lawsuits or proceedings “by…
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Section 273 Dissolution – What Constitutes a “Joint Venture” (Part II of II)
By Fox Rothschild LLP on
Since the 1959 Carmer decision discussed in the prior post, several other noteworthy Delaware opinions have explained what exactly a “joint venture” means for purposes of Section 273 of…
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