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Delaware corporate law

LAWYERS, IGNORANCE, AND THE DOMINANCE OF DELAWARE CORPORATE LAW

LAWYERS, IGNORANCE, AND THE DOMINANCE OF DELAWARE CORPORATE LAW

... does Delaware continue to dominate the market for incorporations even though recent research has shown that the quality of Delaware corporate law has declined substantially? In this Article, ...

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DELAWARE CORPORATE LAW AND LITIGATION: WHAT HAPPENED IN 2013 AND WHAT IT MEANS FOR YOU IN 2014

DELAWARE CORPORATE LAW AND LITIGATION: WHAT HAPPENED IN 2013 AND WHAT IT MEANS FOR YOU IN 2014

... As highlighted in last year’s Update, plaintiffs’ attorneys are now focusing on the roles of bankers in an effort to enjoin otherwise independent third-party transactions. This new tactic gained traction in 2011 in In re ...

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DELAWARE CORPORATE LAW BULLETIN. Delaware Court Refuses to Dismiss Aiding and Abetting Claim Against Sell-Side M&A Financial Advisor

DELAWARE CORPORATE LAW BULLETIN. Delaware Court Refuses to Dismiss Aiding and Abetting Claim Against Sell-Side M&A Financial Advisor

... The key element under both KKR and Zale for obtaining the cleansing effect of a disinterested stockholder vote was full disclosure of whatever errors may have been made by the target board and its financial advisor in ...

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DELAWARE CORPORATE LAW AND LITIGATION:

DELAWARE CORPORATE LAW AND LITIGATION:

... the Delaware Supreme Court did not engage in a Revlon review of the C&J Energy-Nabors transaction, but assumed “for the sake of analysis” that the doctrine was “invoked,” leaving largely unanswered the ...

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Protecting Delaware Corporate Law: Section 115 And Its Underlying Ramifications

Protecting Delaware Corporate Law: Section 115 And Its Underlying Ramifications

... To be clear, Section 115 does not prohibit a corporation from selecting a foreign jurisdiction as an additional forum; however, it does "invalidate any provision [r] ...

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THROUGH A PUBLIC CHOICE LENS. Stephen M. Bainbridge

THROUGH A PUBLIC CHOICE LENS. Stephen M. Bainbridge

... that law- yers may be the group that most influences Delaware corporate ...law. Delaware lawyers have all of the attributes of a politically powerful in- terest group: they are already ...

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Corporate Governance Group. Client Alert. Pulling out the Seat from Under a Sitting Director Not Permissible under Delaware Law

Corporate Governance Group. Client Alert. Pulling out the Seat from Under a Sitting Director Not Permissible under Delaware Law

... that Delaware courts will strictly adhere to statutory language when adjudicating disputes arising from election ...of Delaware corporate law that a sitting director cannot be removed by a ...

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Networks of Heightened Scrutiny in Corporate Law

Networks of Heightened Scrutiny in Corporate Law

... in Delaware corporate law seem to exhibit a highly skewed distribution where a small number of cases are disproportionately cited and the bulk of the cases remain ...

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Competing With Delaware: Recent Amendments to Ohio\u27s Corporate Statutes

Competing With Delaware: Recent Amendments to Ohio\u27s Corporate Statutes

... and Delaware corporate law in many technical areas, there remains a fundamental difference between the two states in their attitude toward corporate ...governance. Delaware may – as is ...

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VIRGINIA LAW REVIEW IN BRIEF

VIRGINIA LAW REVIEW IN BRIEF

... The Delaware premium suggests that Delaware corporate law is more efficient than that of other states; by the same token, Delaware’s more stringent ap- proach towards director and officer ...

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Corporate Law and Legal Determinacy

Corporate Law and Legal Determinacy

... regulate corporate affairs‖); Robert ...―Delaware corporate law has grown ‗to rely on fact-intensive, standard-based ...the Delaware Courts in the Competition for Corporate ...

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Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985)

Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985)

... Delaware courts have applied various standards of judicial re- view to corporate board action in hostile takeover situations, in- cluding the corporate interest stan[r] ...

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The Contractarian Theory of Corporate Law: A Generation Later. Michael Klausner

The Contractarian Theory of Corporate Law: A Generation Later. Michael Klausner

... important corporate governance structures and mechanisms have been commonly employed in practice but not included in the corporate contract (though some have been recently forced into the contract as a ...

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Corporate Insolvency Law In Singapore

Corporate Insolvency Law In Singapore

... insolvency law is to replace the “free for all” pursuit of claims by individual creditors, when the debtor is unable to pay all of his debts, with a statutory regime which is exercised as a collective ...

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THIRD-PARTY DELAWARE OPINIONS FOR STRUCTURED FINANCE AND OTHER COMMERCIAL TRANSACTIONS

THIRD-PARTY DELAWARE OPINIONS FOR STRUCTURED FINANCE AND OTHER COMMERCIAL TRANSACTIONS

... of law under certain ...of law, a mechanism must be put in place to continue the LLC's existence and prevent the liquidation of assets in the event of a sole member's resignation, "bankruptcy" (as ...

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WRONGFUL CORPORATE CASH DISTRIBUTIONS UNDER DELAWARE AND GEORGIA LAW. Donald A. Loft Morris, Manning & Martin, L.L.P.

WRONGFUL CORPORATE CASH DISTRIBUTIONS UNDER DELAWARE AND GEORGIA LAW. Donald A. Loft Morris, Manning & Martin, L.L.P.

... a Delaware court would find appropriate a methodology which would value such assets as if they were sold on a going-concern basis ...that corporate assets such as a division or particular business unit may ...

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RECENT KEY DELAWARE CORPORATE AND COMMERCIAL DECISIONS

RECENT KEY DELAWARE CORPORATE AND COMMERCIAL DECISIONS

... in Delaware as being anything less than counsel of record fully responsible for every pleading filed, every discov- ery request or reply, and every argument made to the Court— regardless of the frequent and ...

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DBI 5 Minute Incorporation Tutorial Incorporation vs Sole Proprietorship

DBI 5 Minute Incorporation Tutorial Incorporation vs Sole Proprietorship

... DBI – 5 Minute Incorporation Tutorial Reasons to Incorporate in Delaware... Director Shield Law.[r] ...

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MEMORANDUM OF LAW THE DELAWARE CONSTITUTION PROHIBITS SPORTS GAMBLING*

MEMORANDUM OF LAW THE DELAWARE CONSTITUTION PROHIBITS SPORTS GAMBLING*

... the Delaware Supreme Court recognized that what definition of “lottery” is appropriate may depend on the purpose for which the term is being defined Opinion of the Justices, 385 A 2d at 700 ...the Delaware ...

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Orrick's Emerging Companies Group Start-Up Forms Library

Orrick's Emerging Companies Group Start-Up Forms Library

... Note that because Delaware corporate tax and annual franchise tax are based on the number of shares and the par value of the shares, it is advantageous for a corporation to have a relat[r] ...

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