Resources

Delaware Courts Affirm Guidance for Directors in Distressed Situations

The Delaware Supreme Court and the Court of Chancery recently issued guidance for directors navigating the complex fiduciary issues that arise around insolvency. That guidance, outlined in a series of decisions in Quadrant Structured Products Co., Ltd. v. Vertin, should give directors a measure of comfort in understanding the who, what, when, and how of fulfilling fiduciary duties in these... Continue Reading

Practical Considerations for Single-Bidder Processes in Public M&A

Whether a public company should engage in a “single-bidder” process is one of the most difficult questions a target public company’s board of directors must consider during the early stages of a transaction. In the right circumstances, a single-bidder process can result in an expedient transaction that maximizes stockholder value while minimizing the risks associated with putting a... Continue Reading

Limits on Informational Rights of Directors with Interests Adverse to the Company

In three orders issued on the same day, Vice Chancellor Travis Laster of the Delaware Court of Chancery addressed an exception to directors’ virtually unfettered informational rights.  In a discovery dispute in In re Oxbow Carbon LLC Unitholder Litigation, Oxbow Carbon LLC (Oxbow Carbon or the Company) asserted attorney-client privilege against four current and former Oxbow Carbon directors... Continue Reading

Mennen v. Fiduciary Trust Int’l of Del.

The Delaware Supreme Court decided a case this week that is of great importance to Delaware trust law involving the enforceability of a spendthrift provision and the protection of trust assets against the claims of a beneficiary’s creditors relating to breaches of fiduciary duties by the beneficiary which arose in a separate but related action. This opinion is notable because it is a strong... Continue Reading

Independence Issues in the Entrepreneurial Ecosystem

The Delaware Supreme Court decision in Sandys v. Pincus, 2016 WL 7094027, at *1 (Del. Dec. 5, 2016) (Zynga) has raised questions regarding well-established legal precedent and business practices that are recognized as common in the venture capi­tal and entrepreneurial communities. Al­though Zynga and other decisions regarding director independence reveal the Delaware judiciary’s focus on... Continue Reading

Two Timely Articles: How to Deal With Repeal and Why Delaware Trusts Lead the League

Morris Nichols’ Partner, Todd Flubacher, recently published two articles and we are pleased to forward them to you. The first, “How To Deal With Repeal: Dynasty Trust Planning Will Be An Essential Tool,” published in the March 2017 issue of Trusts & Estates, explains many of the planning opportunities that will become available if the estate and GST taxes are repealed and why planning... Continue Reading

Build It And They Will Come: Why Delaware Trusts Lead The League

The article, “Build It And They Will Come: Why Delaware Trusts Lead The League,” was published in the Spring, 2017 issue of the Delaware Banker Journal. It describes the history of the Delaware trust industry and how the robust trust infrastructure and commitment of the State and the industry have made Delaware the preeminent trust jurisdiction in the world... Continue Reading

Delaware District Judge Gregory M. Sleet to Take Senior Status

Today, the Delaware District Court announced that as of May 1, 2017, the Honorable Gregory M. Sleet will take senior status. Judge Sleet has served nearly 19 years on the bench, including as Chief Judge from 2007 to 2014, and has handled some of the most complex patent cases in the nation. The Court noted that Judge Sleet intends to render substantial judicial service as a Senior Judge. The Court... Continue Reading

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