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DECALS keeps the international legal and business communities current on Delaware Corporate Law and related matters.

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Determining the Likely Standard of Review Applicable to Board Decisions in Delaware Merger and Acquisition Transactions

12/19/2014

The standard of review applied by a Delaware judge in a challenged merger and acquisition (M&A) transaction will often have a significant effect on the outcome. In this post, we offer a chart that identifies fact patterns common to Delaware M&A transactions and provides a preliminary assessment of the likely standard of review applicable to transactions fitting such fact patterns.

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Judge Jurden Confirmed as Superior Court President Judge

12/19/2014

The Delaware Senate has confirmed the nomination of Judge Jan Jurden as the new Superior Court President Judge. Delaware’s Superior Court is the state trial court of general jurisdiction and the state’s intermediate appellate court. The Superior Court’s Complex Commercial Litigation Division (CCLD) provides an alternative venue for complex commercial litigation for disputes where monetary damages are sought.

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A New Kind of Captured Board

12/15/2014

Corporate governance professionals continue to consider how to create more value for shareholders. One idea that is increasingly being discussed is that boards should be comprised of at least some independent directors with deep industry experience.

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Court of Chancery Issues Multiple Opinions Relevant to Transaction Planners

12/10/2014

In the three days prior to Thanksgiving (November 28, 2014), Delaware’s Court of Chancery issued seven written opinions and one oral ruling of importance to transaction planners.

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The Delaware General Corporation Law Provides Predictability, Stability, and Flexibility

12/4/2014

The Delaware General Corporation Law is the foundation on which Delaware corporate law rests. It is shaped by corporate-law experts, protected from influence by special-interest groups, and reviewed each year by the Delaware legislature to ensure its ability to address current issues. The DGCL is also an enabling statute that includes a few important mandatory requirements to protect investors and to provide flexibility for corporations to carry out their business.

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*The views expressed in these articles are solely those of the authors and should not be attributed to the authors’ firms, clients, places of employment, or employers, or to the Delaware Department of State or the State of Delaware, nor do they necessarily represent positions that the authors’ law firms or employers might assert in litigation on behalf of clients unless an article specifically so states. While the articles are intended to accurately describe certain areas of the law, they are not intended to be and should not be construed as legal advice. If legal advice or other professional assistance is required, the services of a competent professional person should be sought.