Posts for "Fiduciary Duties" filter

Post date: Posted on: February 28, 2014

Berger Harris partner Lisa Stark has been published in Business Law Today, a publication of the American Bar Association.

Tags: Alternative Business Entities, Commercial Litigation, Corporations, Equity / Chancery, Fiduciary Duties, Limited Liability Companies, Partnerships, Professional News
Post date: Posted on: February 12, 2014

Harvard Law School's Forum on Corporate Governance and Financial Regulation has published a revised version of "Top Ten 2013 Delaware Corporate and Commercial De

Tags: Appeals, Comparative Law, Contracts, Corporations, Courts, Equity / Chancery, Fiduciary Duties, Legal Opinions, Limited Liability Companies, Mergers and Acquisitions, Partnerships, Securities
Post date: Posted on: January 28, 2014

Berger Harris partner and Business Law Basics co-author Brian Gottesman was interviewed by Tibor Dani of Family BusinessCast on the issue of operating agreements/governing instruments for closely-held (particularly family-owned) businesses.

Tags: Alternative Business Entities, Alternative Dispute Resolution, Business Ethics, Comparative Law, Contracts, Corporations, Creditor / Debtor Law, Equity / Chancery, Fiduciary Duties, Limited Liability Companies, Mergers and Acquisitions, Partnerships, Social Media, Wills & Estates
Post date: Posted on: December 26, 2013

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):

Tags: Alternative Business Entities, Civil Litigation / Civil Procedure, Corporations, Courts, Equity / Chancery, Fiduciary Duties, Securities
Post date: Posted on: December 19, 2013

Delaware Law Weekly has an interview with the Delaware Supreme Court's former Chief Justice Myron Steele, who retired from the bench last month.

Tags: Alternative Business Entities, Commercial Litigation, Comparative Law, Contracts, Corporations, Courts, Equity / Chancery, Fiduciary Duties, Legal Industry, Legal Theory, Limited Liability Companies, Mergers and Acquisitions

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