fiduciary duty

On January 10, 2012, in the case of In Re Appraisal of the Aristotle Corporation, the Delaware Court of Chancery addressed an issue of first impression with respect to
Continue Reading Court Reinforces Principle that in Most Circumstances Appraisal is the Exclusive Remedy in Connection With a Short Form Merger

“‘In a double derivative action involving a wholly owned subsidiary, a stockholder plaintiff only must plead demand futility (or otherwise satisfy Rule 23.1) at the parent level.’  [However], where ‘the

Continue Reading Double Derivative Actions: Court Applies Law of Country of Spanish Parent Company in Dismissing Complaint

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

Continue Reading Challenges to Director Elections, Appointments, Removals or Resignations Under Section 225 of the DGCL