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Delaware Court Enters Default Judgment for Extreme Spoliation

March 28, 2023
Delaware Corporate and Commercial Case Law Year in Review

February 9, 2023
Court of Chancery Rules That Corporate Officers Have a Duty of Oversight Within Their Corporate Area of Responsibility

February 8, 2023
In New AmerisourceBergen Decision, Chancery Applies 'Separate Accrual' Laches Analysis for 'Caremark' Red-Flags Claims

December 28, 2022
A Proposal to Permit Equitable Defenses to Noncompliant Acts That Are Described as 'Void' in an LLC Agreement

October 26, 2022
Chancery Finds Defendants Post-Trial Proved Fairness of Controlling Stockholder Transaction

September 7, 2022
2022 Amendments to the Delaware Statutory Trust Act

August 30, 2022
2022 Amendments to the Delaware Alternative Entity Statutes

August 2, 2022
Application of a Voting Limitation in the Company’s Charter to Invalidate Stockholder Votes in a Proxy Contest Was Improper

July 20, 2022
The Parable of the Tesla and SolarCity Deal - Lessons Learned

May 13, 2022
Language and Context Lead Chancery to Conclude That Irrevocable Proxy Does Not Bind Subsequent Transferee

April 27, 2022
Delaware Corporate and Commercial Case Law Year in Review

January 31, 2022
M&A, Stockholder Cases to Watch in Delaware Courts in 2022

January 28, 2022
Chancery Applies Traditional Fiduciary Principles to SPAC in 1st Test of Popular Vehicle for Private Companies to Access Public Markets Under Del. Corporate Law

January 26, 2022
Overview of the Delaware Statutory Trust Act in Structured Finance Transactions

January 12, 2022
Court of Chancery Finds “Bird-Dogging” Entitles Plaintiff To Compensation Under Unjust Enrichment Theory

December 15, 2021
Court Dismisses Derivative Complaint Where Plaintiff Fails to Plead a Substantial Risk of Personal Liability by Directors Approving the Transaction

December 8, 2021
The Benefits of Equipment Finance Trust Structures

October 4, 2021
Court of Chancery Dismisses Complaint Attacking Merger Transaction

September 8, 2021
The Court of Chancery Provides Guidance on Whether Deprivation of an LLC Member’s Contractual Right to Vote Provides a Direct or Derivative Claim

July 21, 2021
Board Approval of Stock Sale for Purpose of Interfering with Stockholder Voting Rights Must Have a Compelling Justification

July 7, 2021
Manichaean Capital, LLC: For the First Time, the Court of Chancery Recognizes the Viability of Reverse Veil-Piercing in Rare Circumstances

June 9, 2021
Delaware Proposes Amendments to its Alternative Entity Statutes

June 2, 2021
Chancery Court Strikes Down Anti-Activist Poison Pill as Unreasonably Broad

March 10, 2021
Director to Attend Board Meeting Under False Pretenses to Meet Quorum Requirements Invalidated Board Action

February 10, 2021
Delaware Supreme Court Clarifies When Books and Records Requests to Investigate Wrongdoing or Mismanagement Have a “Proper Purpose”

December 17, 2020
Court of Chancery Dismisses Claim of Aiding and Abetting Against a Minority Stockholder

October 21, 2020
Chancery Rules Failure to Disclose “Intrinsic Value” Precludes Corwin Defense – But Does Not Necessarily Suggest a Breach of the Duty of Loyalty

September 16, 2020
The Court of Chancery Enforces Fee-Shifting Provision Against Unsuccessful Petitioner Who Also Had Waived its Appraisal Remedy in the Parties’ Stockholder Agreement

August 26, 2020
Delaware Supreme Court Clarifies Materiality Standard for Director Disclosure

July 15, 2020
In New Dell Decision, Special Committee’s Narrow Mandate, Company’s Decision to Bypass Committee and Impermissible “Coercion” Prevent Dismissal Under MFW

June 17, 2020
Court of Chancery Adjudicates Books and Records Request Post-Trial for Delaware LLC

May 29, 2020
Minority Members Allegedly Exploited Contract Rights in Breach of Fiduciary Duties to Acquire Company Assets on the Cheap

May 6, 2020
The Court of Chancery Dismisses Effort to Plead Around Rule 23 in CEO's Attempt to Escape Alleged Oversight Failures

April 15, 2020
Salzburg v. Sciabaccuchi: Delaware Supreme Court Upholds Certificate of Incorporation Provisions Making Federal Courts the Exclusive Fora for Federal Securities Act Claims

April 2, 2020
The Role of Directors in M&A Transactions: Special Committees

May 9, 2019
Chancery Enjoins Unfair Merger Orchestrated by Controlling Stockholder Pending Corrective Disclosures

April 17, 2019
Del. Supreme Court Finds Emails May Be Subject to Production in Books-and-Records Actions

February 20, 2019
Delaware Updates its Limited Liability Company Act

August 3, 2018
Delaware Updates its Statutory Trust Act

August 3, 2018
Delaware Proposes Updates to Its LLC Statute Regarding Series LLCs

May 9, 2018
Strategic Planning in the Face of Continued Uncertainty

October 5, 2017
Court Gives Great Weight to Pre-Merger Negotiations in Interpreting an Ambiguous Contract

April 5, 2017
Entity Lifecycles: An Overview of the Statutory Requirements Relating to the Formation, Maintenance, and Termination of Delaware Corporations, Limited Liability Companies, and Statutory Trusts

January 30, 2017
Making Equipment Trusts Work for Your Company

August 18, 2015
The Use of Delaware Statutory Trusts in Like Kind Exchanges Under Section 1031 of the Internal Revenue Code
For New Businesses, First Step is to Consider Choice of Entity

December 2014
Aviation Orphan Trust Structure
An Overview of the Delaware Limited Liability Company Act
Delaware – The Right Choice for Business
Uses and Advantages of Delaware Statutory Trusts and Delaware Limited Liability Companies in Structured Finance Transactions
Chancery Court Rejects Trading Restriction as Condition of Receipt

July 2, 2014
Delaware Statutory Trusts

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Morris James Celebrates International Women's Day By Sponsoring the Inaugural #FollowFriday Conference

Morris James Celebrates International Women's Day By Sponsoring the Inaugural #FollowFriday Conference

Brya Keilson Speaks at Beyond the Mission Statement CLE

Brya Keilson Speaks at Beyond the Mission Statement CLE

video & podcast

February 28, 2023

Camp Lejeune Water Contamination Litigation: FAQs

January 6, 2023

Morris James Elects Eric Hacker and Ross Karsnitz to the Partnership

articles & publications

March 28, 2023
Delaware Court Enters Default Judgment for Extreme Spoliation
February 9, 2023
Delaware Corporate and Commercial Case Law Year in Review
February 8, 2023
Court of Chancery Rules That Corporate Officers Have a Duty of Oversight Within Their Corporate Area of Responsibility
December 28, 2022
In New AmerisourceBergen Decision, Chancery Applies 'Separate Accrual' Laches Analysis for 'Caremark' Red-Flags Claims

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