Tag: Corporate Counseling

2017 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes

In its last session, the Delaware Legislature passed a number of amendments to the Delaware General Corporation Law (the ‘‘DGCL’’) and the Delaware ‘‘alternative entity’’ statutes—the Delaware Limited Liability Company Act (the ‘‘DLLCA’’), the Delaware Revised Uniform Limited Partnership Act (‘‘DRULPA’’) and the Delaware Revised Uniform Partnership Act... Continue Reading

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

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

Moving Beyond Shareholder Primacy: Can Mammoth Corporations Like ExxonMobil Benefit Everyone?

The New York Times recently took issue with Rex Tillerson, the President-elect’s nominee for Secretary of State, and the current CEO of ExxonMobil. Why? “Tillerson Put Company’s Needs Over U.S. Interests,” accused the front page headline. The article details how the company puts shareholders’ interests before the interests of the United States and of impoverished citizens of countries... Continue Reading

Delaware Public Benefit Corporation Practice Note, Standard Clause & Conversion Checklist

Morris Nichols attorneys Rick Alexander, Eric Klinger-Wilensky and Melissa DiVincenzo published three guides on Delaware public benefit corporations for Practical Law Corporate & Securities.  Their Delaware Public Benefit Corporation Practice Note provides an overview of public benefit corporations organized in Delaware. It highlights the special provisions that apply to this type of... Continue Reading

Analysis of the 2016 Amendments to the Delaware General Corporation Law

The 2016 amendments to the Delaware General Corporation Law (the “DGCL”) were recently enacted. Amendments to Delaware’s appraisal statute addressed concerns about “appraisal arbitrage” in merger transactions. The “medium form” merger provisions of Sections 251(h) were improved, and continue to allow for a publicly held target corporation to be acquired by a tender or exchange offer... Continue Reading

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