Delaware Court of Chancery on stock options, Stone v. Ritter, and Caremark
In Desimone v. Barrows, Sycamore Networks, Inc., issued stock options to certain non-executive employees, certain officers, and the four outside directors. Desimone, a shareholder, brought a...
View ArticleMinnesota Court of Appeals on de facto LLC and LLC-by-estoppel
The Minnesota Court of Appeals has held that the de facto LLC doctrine does not exist in Minnesota and that the LLC-by-estoppel doctrine is inapplicable where a party’s intention to deal solely with...
View ArticleSupreme Court of Missouri on cancelled shares
The Supreme Court of Missouri has erroneously held that put options may be exercised even after the underlying shares have been cancelled. In Weinstein v. KLT Telecom, Inc., Weinstein obtained an...
View ArticleDelaware Court of Chancery on inspecting books and records before share...
The Delaware Court of Chancery has held that a shareholder may inspect books and records related to acts occurring before the shareholder owned shares where the purpose is to assemble facts showing...
View ArticleEric Chiappinelli named Dean at Creighton University School of Law
I am delighted and honored to report that I have been selected to be the next Dean of the Creighton University School of Law, effective next July. Here is the Creighton University press release
View ArticleDelaware Supreme Court on stockholder adopted bylaws
The Delaware Supreme Court has held that that a stockholder-proposed bylaw that requires reimbursement to dissidents who elect a short slate of directors is a proper subject for stockholder action and...
View ArticleDelaware Court of Chancery on good faith and the duty of loyalty in a Revlon...
The Delaware Court of Chancery has erroneously permitted a case to survive summary judgment under Stone v. Ritter without showing facts indicating that the defendants intended to violate a known duty....
View ArticleDelaware Court of Chancery on good faith and the duty of loyalty in a Revlon...
The Delaware Court of Chancery has erroneously held that it was correct in its earlier decision to permit a case to survive summary judgment under Stone v. Ritter without facts indicating that the...
View ArticleSouth Dakota Supreme Court on LLC dissolution
The Supreme Court of South Dakota has held that an LLC may be dissolved when two of four members refuse to renegotiate the terms of an agreement between the LLC and those two members. In Kirksey v....
View ArticleDelaware Supreme Court on good faith and the duty of loyalty in a Revlon...
The Delaware Supreme Court, sitting en banc, has held that the Court of Chancery erred when it ruled that liability for breach of the duty of loyalty in a bad faith context could be imposed without a...
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