The Chancery Daily is reporting that the Plaintiff in Aibar Huatuco, M.D. v. Satellite Healthcare, CA No. 8465-VCG (Del. Ch. Dec.
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At New York Business Divorce, Peter Mahler (who has graciously linked to Business Law Basics in his blogroll) identifies 10 classic blunders in business divorce cases.
As noted in Chapter 13 of Business Law Basics, a “forum selection” clause, also called a “choice of forum” provision, is a contract clause that identifies the court (or permissible courts) where the p
UPDATED 1/8/14 at 3:09 PM: Governor Markell's office confirms that Chancellor Strine has been nominated for the position of Chief Justice of th
In Aibar Huatuco, M.D. v. Satellite Healthcare, CA No. 8465-VCG (Del. Ch. Dec.
In Boris v. Schaheen, C.A. No. 8160-VCN (Del. Ch. Dec.
In The Ravenswood Investment Company, L.P. v. Winmill, C.A. No. 3730 (Del. Ch. Nov. 27, 2013), the Delaware Court of Chancery declined to grant summary judgment in favor of plaintiff on its claim that a corporation’s issuance of stock options was invalid for failure to obtain approval of the stock option plan by the corporation’s stockholders in a manner that complied with DGCL requirements regarding the dating of stockholder consents. More specifically, plaintiff argued, based on Section 228(c) of the DGCL and the Chancery Court’s decision in H-M Wexford LLC v. Encorp, Inc., 832 A.2d 129 (Del. Ch. 2003), that the stockholder consent which approved the plan was invalid because it was not individually dated by the stockholder, but rather bore a pre-printed, “as of” date. Section 228(c) of the DGCL reads: “every written consent shall bear the date of signature of each stockholder … who signs the consent….” In H-M Wexford v. Encorp, Inc., the Delaware Court of Chancery declined to dismiss a claim that stockholder consents were invalid where multiple stockholders executed consents all containing a pre-printed “as of” date. The Court’s ruling in H-M Wexford v. Encorp, Inc. appeared to be based on a strict construction of Section 228(c):
Lisa Stark has authored a report on recent judicial developments in Delaware corporate law, which can be downloaded here.
The cases discussed include:
The State of Delaware has launched corplaw.delaware.gov, a website dedicated to educating the public about Delaware's corporate law and ass
In Cooper Tire & Rubber Company v. Apollo (Mauritius) Holdings Pvt. Ltd, C.A. No. 8980-VCG (Del. Ch. Nov.