Delaware’s “Safe Harbor” for Self-Interested Transactions Is Not So Safe

Section 144 of the Delaware General Corporation Law provides a “safe harbor” for self-interested transactions between a corporation and one or more of its directors or officers, or between a corporation and another entity in which a director or officer has a material interest.

Delaware Supreme Court Affirms Dismissal of Wal-Mart Case

The Court found that the Arkansas plaintiffs’ representation of the corporation’s stockholders was not “grossly deficient” despite their failure to make a demand for inspection of corporate books and records under Section 220 of the Delaware General Corporation Law.

Director Compensation Amounts Must Be Approved by Stockholders to Avoid Entire-Fairness Review: Delaware Supreme Court Rejects “Meaningful Limits” Standard

The corporation, Investors Bancorp, Inc., was a publicly held bank holding company. The complaint asserted derivative claims against the corporation’s ten non-employee directors and two executive directors.

Stock Reclassification that Perpetuated Majority Stockholder’s Control Approved by Delaware Court of Chancery

Founders and majority stockholders who wish to raise capital by issuing additional stock may want to do so without relinquishing majority voting power, even after they no longer hold a majority of the corporation’s shares.

Mike Halloran, Founder of Halloran Farkas + Kittila Interviews with Richard Hsu of HSU Untied Mike Halloran Part 1

Mike Halloran, Founder of Halloran Farkas + Kittila Interviews with Richard Hsu of HSU Untied Mike Halloran, Legendary Silicon Valley Lawyer sits down in an interview with Richard Hsu of HSU Untied to discuss his experience as a Silicon Valley Lawyer with Pillsbury to his transition with Bank of America as their General Counsel to now, the latest opening his own law firm, Halloran Farkas + Kittila LLP.

Delaware Supreme Court Sends Plaintiffs to Bring Suit in Bulgaria, Establishes Intermediate Standard for First-Filed Cases

Where a prior-filed action is pending in another jurisdiction, a Delaware court will grant the motion to dismiss if the other action involves the same parties and the same issues and was brought in a court capable of doing prompt and complete justice.

Delaware Court of Chancery Slams Plaintiffs’ Firm for Using “Ostensible” Stockholder Plaintiff in Books and Records Action

The Delaware Court of Chancery has held, apparently for the first time, that the requisite “proper purpose” in a books and records action must be the stockholder’s own purpose and not one devised by the stockholder’s lawyers.

Plaintiff who Alleged that Corporation “Illegally Committed” Patients to Mental-Health Facilities Can’t Cherry-Pick Documents

The Court found that the plaintiff in UHS had failed to distinguish the previous cases in which the Court had approved incorporation conditions.

Directors May Not Knowingly Allow a Corporation to Violate the Law

The Delaware Court of Chancery has found that corporate directors breach their duty of good faith if they knowingly allow their corporation to violate positive law, for profit or otherwise.

Another Good Reason Not to Oppose a Motion to Amend a Pleading in the Delaware Court of Chancery

For good reason, it is unusual for a party in litigation in the Delaware Court of Chancery to oppose a motion to amend a complaint or other pleading.