Comments for The Institute of Delaware Corporate & Business Law

Comment on Celera: New Uncertainty in Settlement in Class Action Deal Litigation? by Delaware Supreme Court Reverses Decision Denying Shareholder A Discretionary Right To Opt-Out Of Class; Also Allows Class Representative Which Sold Shares to Continue | Delaware Corporate and Commercial Litigation Blog

Wed, 02 Jan 2013 16:05:13 +0000

[...] Supplement: Professor Larry Hamermesh provides scholarly insights about the case here. [...]

Comment on On-Line Symposium: Default Fiduciary Duties in LLCs and LPs by Chancery Addresses Default Fiduciary Duties in LLC Context | Delaware Corporate and Commercial Litigation Blog

Tue, 11 Dec 2012 15:45:18 +0000

[...] authority in Delaware LLCs have fiduciary duties as a default matter. We have addressed this issue extensively on this site, most recently in Prof. Luke Scheuer’s post about the Delaware Supreme Court’s (non)decision on [...]

Comment on Court of Chancery Preliminarily Enjoins “Don’t Ask, Don’t Waive” Standstill Provision by Chancery Enjoins Standstill Agreement That Bars Topping Bid | Delaware Corporate and Commercial Litigation Blog

Sun, 09 Dec 2012 23:00:13 +0000

[...] Professor Paul Regan provides a scholarly analysis of a recent transcript ruling in In re Complete Genomics, Inc. Shareholder Litigation, Del. Ch., Consol. C.A. No. 7888-VCL (Nov. 27, 2012), that enjoined a “don’t ask, don’t waive” provision in a standstill agreement that would have the effect, for example, of barring a topping bid. The good professor’s summary begins as follows: In a telephonic ruling announced earlier this week in In re Complete Genomics, Inc. Shareholder Litigation, Dec. Ch., Consol. C.A. No. 7888-VCL (Nov. 27, 2012), Vice Chancellor J. Travis Laster preliminarily enjoined Complete Genomics, Inc. from enforcing a standstill agreement containing a potentially problematic “don’t ask, don’t waive” provision. This provision purported to contractually preclude the other party to the standstill agreement (identified in the hearing only as “Party J”) from making a request — either publicly or privately — to the board of Genomics that the company waive the restrictions in the standstill that otherwise prevented Party J from making an acquisition proposal for Genomics. Thus under the “don’t ask” terms of the standstill, even a polite request by Party J to Genomics for permission to make a topping bid for Genomics would itself be a breach a contract in violation of Party J’s promise not to ask for such a waiver… [...]

Comment on Court of Chancery Preliminarily Enjoins “Don’t Ask, Don’t Waive” Standstill Provision by Chancery Enjoins Standstill Agreement That Bars Topping Bid | Delaware Corporate and Commercial Litigation Blog

Sun, 09 Dec 2012 22:45:25 +0000

Comment on Feeley and Default LLC Fiduciary Duties: The Beat Goes On by Chancery Addresses Default Fiduciary Duties in LLC Context | Delaware Corporate and Commercial Litigation Blog

Fri, 30 Nov 2012 21:45:15 +0000

[...] In Feeley v. NHOCG, LLC , C.A. No. 7304-VCL (Del. Ch. Nov. 28, 2012), the Delaware Court of Chancery addressed–for the first time since the recent Delaware Supreme Court decision in Gatz Properties v. Auriga Capital, highlighted on these pages here, the issue of default fiduciary duties in the LLC context. We will have more to say about this later, but for the time-being, a taste of what passes in the corporate legal world as a hot topic, is provided by Professor Larry Hamermesh in his following post: [...]

Comment on A Summary of the 28th Annual Francis G. Pileggi Distinguished Lecture in Law “Unsettled and Unsettling Issues in Corporate Law” by 28th Annual F.G. Pileggi Distinguished Lecture in Law | Delaware Corporate and Commercial Litigation Blog

Sun, 18 Nov 2012 19:10:24 +0000

[...] Law, can be accessed here. Professor Johnson’s law school also provided a press release. The Institute of Delaware Corporate and Business Law provided a summary of the presentatiion. [...]

Comment on Professor Conaway on Auriga by Fiduciary Duty Default Standards Applicable to LLC

Fiduciary Duty Default Standards Applicable to LLC — Mon, 12 Nov 2012 22:30:33 +0000

[...] This case establishes a high-water mark in terms of providing the most comprehensive explanation, based on legislative history and a review of Delaware cases, to explain why the default standard in the LLC context is that fiduciary duty principles will apply to managers of an LLC unless those duties are expressly and clearly limited or eliminated in an LLC agreement. Prof. Larry Hamermesh, Director of the Institute of Delaware Corporate and Business Law, comments on the decision here. Professor Ann Conaway provides her insights on this opinion here. [...]

Comment on Chancellor Strine affirms default fiduciary duties in LLCs by Fiduciary Duty Default Standards Applicable to LLC

Fiduciary Duty Default Standards Applicable to LLC — Mon, 12 Nov 2012 22:30:18 +0000

[...] Director of the Institute of Delaware Corporate and Business Law, comments on the decision here. Professor Ann Conaway provides her insights on this opinion [...]

Comment on Professor Conaway on Auriga by Delaware Supreme Court Reboots Question of LLC Manager's Fiduciary Duties | NY Business Divorce

Mon, 12 Nov 2012 16:13:26 +0000

[...] Professor Ann Conaway, in her withering critique of Chancellor Strine’s decision (read here), presents the argument against reading into Section 18-1104 the incorporation of traditional [...]

Comment on Annual Meetings and Audited Financials: State/Federal Competition or Cooperation? by Delaware Requires Annual Shareholder Meeting Regardless of SEC Prerequisites

Delaware Requires Annual Shareholder Meeting Regardless of SEC Prerequisites — Thu, 08 Nov 2012 15:00:49 +0000

[...] Corporate & Business Law, and a former SEC attorney, provides erudite insights about the case here. [...]