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Bad Faith of an Independent, Disinterested Director is Extremely Difficult to Prove

by The Delaware Counsel Group, LLC | May 20, 2016 | Law Updates, LU16

In Re Chelsea Therapeutics International Ltd. Stockholders Litigation, Consol. C.A. No. 9640-VCG (Del. Ch. May 20, 2016)The Court of Chancery addressed a class action suit which alleged a breach of the duty of loyalty by several independent, disinterested members of...

What is Agreed Upon Trumps What is Objectively Fair in Alternative Entities

by The Delaware Counsel Group | May 11, 2016 | Law Updates, LU16

Employees Retirement System of the City of St. Louis v. TC Pipelines GP, Inc., et al C.A. No. 11603-VCG (Del. Ch. May 11, 2016)A limited partner (the “LP”) in a Delaware limited partnership (the “Company”) filed suit against the general partner...

Potential Benefits of the Delaware Blockchain Initiative

by The Delaware Counsel Group, LLC | May 2, 2016 | Law Updates, LU16

On May 2, 2016, Governor Jack Markell declared his support for the Delaware Blockchain Initiative (the “Blockchain Initiative”) which would allow Delaware corporations to issue corporate shares using the same technology that powers the online currency Bitcoin.  By...

Keep Corporate Language Out of Your LLC Agreement!

by The Delaware Counsel Group, LLC | Apr 27, 2016 | Law Updates, LU16

Document: Obeid v. Hogan, C.A. No. 11900-VCL (Del. Ch. Apr. 27, 2016) The Court of Chancery examined the operating agreements of two Delaware limited liability companies (“LLCs”) to determine whether a third party could serve as the sole member of a special litigation...

“Fees on Fees” Are Not Available Until Directors and Officers Perfect Their Right to Advancement

by The Delaware Counsel Group, LLC | Apr 5, 2016 | Law Updates, LU16

 Wong v. USES Holding Corp., C.A. No. 11475 (Del. Ch. Apr. 5, 2016) The Court of Chancery was asked to determine whether a former director and former officer were entitled to recover all fees they incurred to contest their former corporation’s refusal to provide...

Waiving Goodbye to Fiduciary Duty Claims

by The Delaware Counsel Group, LLC | Mar 29, 2016 | Law Updates, LU16

Dieckman v. Regency GP LP, C.A. No. 11130 (Del. Ch. Mar. 29, 2016) The Court of Chancery analyzed a limited partnership agreement that eliminated all fiduciary duties but included a contractual governance structure. The governance structure contained a number of safe...
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