On June 21, 2017, the Delaware Supreme Court affirmed a landmark decision by the Delaware Court of Chancery (the “Court”) that found an “adviser,” within the meaning of 12 Del. C. § 3313, liable for breach of his fiduciary duties.  This decision is especially noteworthy because it provides significant insight into the Court’s views with respect to the willful misconduct and bad faith... Continue Reading

On July 2, 2017, Delaware Governor John Carney signed into law House Bill No. 16, as amended, repealing Delaware’s estate tax for decedents who die after December 31, 2017.  The repeal of Delaware’s estate tax will provide a substantial benefit to not only Delaware residents with taxable estates but also the estates of many nonresidents who die owning real or tangible personal property... Continue Reading

Shareholder activism is everywhere. In May, hedge fund Jana Partners pushed Whole Foods Market to overhaul its board, fix its operations and pursue “all avenues to shareholder value creation,” following a slump in its share price and stiff competition from other grocers entering the organic food market. .. Continue Reading

For the better part of three decades, an apocryphal tale has circulated on the Internet about a man who leaps from a terminal height off a building only to be mortally wounded by a shotgun blast as he hurtles past an open window on the way down.  This dark fable then asks whether the medical examiner should conclude that the death of this man, who was imminently going to perish by his own hand,... Continue Reading

A Q&A guide to responding to a complaint in a trial court of general jurisdiction in Delaware. This Q&A addresses the time to respond, extending the time to respond, pre-answer motions, answers, replies to the answer, counterclaims, crossclaims, third-party claims (also known as impleader) and defensive interpleader. Answers to questions can be compared across a number of jurisdictions... Continue Reading

A Q&A guide to commencing an action in Delaware. This Q&A addresses the requirements for drafting and filing initiating papers, serving process, and amending the complaint. Answers to questions can be compared across a number of jurisdictions (see Commencing an Action: State Q&A Tool)... Continue Reading

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

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

On May 26, 2017, the U.S. District Court for the District of Delaware announced that, due to the Court’s two vacancies, it has invited judges from outside the District to handle certain cases... Continue Reading

R. Jason Russell, Morris Nichols Commercial Law Counseling Group partner, and associate Barnaby Grzaslewicz, co-authored "Unclaimed Property: Holder Beware" for Practical Law Company’s Practice Note series.  .. Continue Reading