Posts for "Fiduciary Duties" filter

Post date: Posted on: December 26, 2013

In The Ravenswood Investment Company, L.P. v. Winmill, C.A. No. 3730 (Del. Ch. Nov. 27, 2013), the Delaware Court of Chancery declined to grant summary judgment in favor of plaintiff on its claim that a corporation’s issuance of stock options was invalid for failure to obtain approval of the stock option plan by the corporation’s stockholders in a manner that complied with DGCL requirements regarding the dating of stockholder consents.  More specifically, plaintiff argued, based on Section 228(c) of the DGCL and the Chancery Court’s decision in H-M Wexford LLC v. Encorp, Inc., 832 A.2d 129 (Del. Ch. 2003), that the stockholder consent which approved the plan was invalid because it was not individually dated by the stockholder, but rather bore a pre-printed, “as of” date.  Section 228(c) of the DGCL reads: “every written consent shall bear the date of signature of each stockholder … who signs the consent….”  In H-M Wexford v. Encorp, Inc., the Delaware Court of Chancery declined to dismiss a claim that stockholder consents were invalid where multiple stockholders executed consents all containing a pre-printed “as of” date.  The Court’s ruling in H-M Wexford v. Encorp, Inc. appeared to be based on a strict construction of Section 228(c):

Tags: Alternative Business Entities, Civil Litigation / Civil Procedure, Corporations, Courts, Equity / Chancery, Fiduciary Duties, Securities
Post date: Posted on: December 19, 2013

Delaware Law Weekly has an interview with the Delaware Supreme Court's former Chief Justice Myron Steele, who retired from the bench last month.

Tags: Alternative Business Entities, Commercial Litigation, Comparative Law, Contracts, Corporations, Courts, Equity / Chancery, Fiduciary Duties, Legal Industry, Legal Theory, Limited Liability Companies, Mergers and Acquisitions
Post date: Posted on: December 6, 2013

Lisa Stark has authored a report on recent judicial developments in Delaware corporate law, which can be downloaded here.

The cases discussed include:

Tags: Alternative Business Entities, Civil Litigation / Civil Procedure, Commercial Litigation, Corporations, Courts, Fiduciary Duties, Limited Liability Companies, Partnerships
Post date: Posted on: November 6, 2013

After concluding that neither party had presented a reasonable valuation alternative method, the Court of Chancery used the merger price to determine “fair value” in a recent statutory appraisal proceeding where the sales process leading up to the merger had been judicially challenged, reviewed a

Tags: Alternative Business Entities, Appeals, Commercial Litigation, Corporations, Equity / Chancery, Fiduciary Duties, Limited Liability Companies, Partnerships
Post date: Posted on: October 30, 2013

A Rhode Island attorney has been censured after his following a client's instructions facilitated the illegal transfer of funds to offshore accounts.

Tags: Business Ethics, Consumer Protection, Fiduciary Duties, Legal Ethics, Legal Industry, Technology & Law

Pages