No Longer an Existential Threat: Minimizing Cybersecurity Risks and Upholding Duties

Cybersecurity risks, one of the most serious risks facing the world today, have consequences extending far beyond a corporation’s IT department.   In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff member, Kacee Benson, explains Delaware caselaw relating to the duty of directors in the realm of corporate risk as a duty of oversight, part of the fiduciary duty of loyalty.  The SEC issued guidance on cybersecurity risk disclosure earlier this year, and previous commentary from SEC officials reinforces the importance of director involvement in their corporation’s cybersecurity risk management strategy.

Read Kacee’s post on the DJCL Blog.

 

2018 Amendments to Section 262 of the DGCL

In a blog post written for the Delaware Journal of Corporate Law, DJCL Editor-in-Chief, Zachary J. Schnapp, discusses recent statutory amendments to Section 262 of Delaware’s General Corporation Law.  The 2018 amendments rectify inconsistencies with how appraisal rights are applied to intermediate-form mergers pursuant to Section 251(h). These sections now comport with how practitioners have understood and interpreted Section 262 in context of minority appraisal rights associated with long-form mergers prior to the implementation of the recent amendments.

Read Zak’s post on the DJCL Blog.

The Tax Cut and Jobs Act: What It Means for Business

In a blog post written for the Delaware Journal of Corporate Law, DJCL Copy Editor and Schmutz Fellow, Joseph Farris, discusses the Congressional tax legislation, H.R. 1, also known as the Tax Cut and Jobs Act (“TCJA”), signed into law by President Trump in December 2017, and how it affects various businesses—regardless of whether they are a nonprofit, partnership, corporation, or LLC.

Read Joseph’s post on the DJCL Blog.

The Materiality of Opinions: Appel v. Berkman

In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member, Colleen Degnan, discusses Appel v. Berkman, No. 316, 2017 (Del. Feb. 20, 2018) in which the Delaware Supreme Court reversed the Delaware Court of Chancery’s dismissal of a stockholder challenge to a two-step merger transaction.  Plaintiff stockholders challenged the merger, claiming that they were misled by the proxy statement, which failed to disclose the Chairman’s views regarding the timing of selling the company.  The Delaware Supreme Court concluded that the omission of the Chairman’s opinions from the 14D-9 proxy statement was materially misleading to stockholders when deciding to vote for the merger or to seek appraisal.

Read Colleen’s post on the DJCL Blog.

In re OM Group, Inc. Stockholders Litigation: The Value of a Vote

In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member Caneel Radinson-Blasucci discusses the Delaware Court of Chancery’s opinion in In re OM Group, Inc. Stockholders Litigation (“OMG”), which addressed an interesting wrinkle in determining the appropriate standard of review for assessing stockholder’s fiduciary duty claims regarding directors’ conduct in negotiating and closing corporate transactions.

Read Caneel’s post on the DJCL Blog.

Post-Close Disclosure Claims in Nguyen v. Barrett

In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member, John Brady, discusses the Delaware Court of Chancery’s decision in Nguyen v. Barrett which deals with post-close claims of breach of fiduciary duty and improper/partial disclosure arising out of a merger agreement, and how the Court’s discussion provides a useful summary of the pleading requirements for both pre- and post-claim disclosure violations.

Read John’s post on the DJCL Blog.

Genuine Parts Requires Genuine Jurisdiction: Protecting Our Economy Through Constitutional Principles

In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member, Brittany Giusini, discusses the Delaware Supreme Court’s recent opinion in Genuine Parts Co. v. Cepec and how the decision gives clarity to long-standing personal jurisdiction principles by acknowledging that an unfettered exercise of judicial power over businesses creates constitutional and economic concerns.

Read Brittany’s post on the DJCL Blog.

Annual Review of Key Delaware Corporate and Commercial Decisions

In a blog post written for the Delaware Journal of Corporate Law, Francis Pileggi, graduate of Widener University Delaware Law School, former Internal Managing Editor of the Delaware Journal of Corporate Law, and presently the managing member of the Wilmington, Delaware office of Eckert Seamans Cherin & Mellot, LLC, provides his twelfth annual list of key Delaware corporate and commercial decisions by selecting and reviewing eleven cases he considers to be of widespread interest to those who engage in corporate and commercial litigation in Delaware, or to those who follow the latest developments in this area of law.

Read Mr. Pileggi’s post on the DJCL Blog.

Rebutting Fairness in Business: A Look at In Re Books-A-Million

In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member Lindsay Killian discusses the Delaware Court of Chancery’s recent decision in In Re Books-A-Million, Inc. Stockholders Litigation (“BAM”), in which the Court addressed a basis for challenging a shift from entire fairness review to the business judgment rule that the Delaware Supreme Court did not contemplate in Kahn v. M&F Worldwide (“MFW”).

Read Lindsay’s post on the DJCL Blog.

The Chancery Court Strictly Adheres to the Proper Purpose Requirement in 220 Actions in Two Recent Decisions

In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member Katelyn Tuoni discusses two Delaware Court of Chancery’s decisions that focus on the substantive sufficiency of books and records demands in regards to Section 220’s proper purpose requirement.

Read Katelyn’s post on the DJCL Blog.