LU14 Archives - The Delaware Counsel Group, LLC ("DCG")

A stockholder owning well less than a majority of stock can be found to be a controlling stockholder if the person or entity exercises significant decisional control over the company

by VeloCap Media | Nov 26, 2014 | Law Updates, LU14

In Re Zhongpin Inc. Consolidated Stockholders Litigation, C.A. No. 7393-VCN (Novemeber 26, 2014)The Court denied a motion to dismiss brought against the individual members of the board of a Chinese company. Plaintiffs, the public stockholders, alleged that the process...

No post-merger obligation can be imposed on stockholders that interferes with their ability to determine the amount of the merger consideration

by VeloCap Media | Nov 26, 2014 | Law Updates, LU14

Cigna Health and Life Insurance Company v. Audax Health Solutions, Inc., C.A. No. 9405-VCP (November 26, 2014) The plaintiff’s motion for judgment on the pleadings was granted in part and denied in part. The plaintiff challenged a number of conditions imposed on their...

Even weak evidence may subject a foreign entity to jurisdiction of the Delaware Courts under the long-arm stature at the motion to dismiss stage

by VeloCap Media | Nov 20, 2014 | Law Updates, LU14

Reid v. Siniscalchi, C.A. No. 2874-VCN (November 20, 2014)The Court denied a motion to dismiss a suit against an Italian company and two Italian citizens. The dispute involved a Delaware limited liability company formed to take commercial advantage of Russian...

Oral Resignation of Corporate Director are Valid

by VeloCap Media | Jun 12, 2014 | Law Updates, LU14

Biolase, Inc. v. Oracle Partners, L.P., No. 270, 2014 (June 12, 2014) The Delaware Supreme Court affirmed a Court of Chancery decision that held a corporate director’s oral resignation to be valid under 8 Del. C. § 141(b). 8 Del. C. § 141(b) provides that “[a]ny...

A Company May Not Restrict the Ability of a Shareholder to Trade Stock as a Condition to Inspect Corporation’s Books and Records

by VeloCap Media | May 30, 2014 | Law Updates, LU14

Ravenswood Investment Company, L.P. v. Winmill & Co. Incorporated, C.A. No. 7048-VCN (May 30, 2014) This case revolved around a Delaware corporation’s denial of a shareholder request to provide the shareholder with the company’s updated non-public financial...

Actions of “De Facto” Directors Valid

by VeloCap Media | May 28, 2014 | Law Updates, LU14

Bishop Macram Max Gassis v. Corkery, C.A. 8868-VCG (May 28, 2014) In this opinion, the Court of Chancery addressed the power of “de facto” directors to remove a properly elected director of a non-profit Delaware corporation. After being removed as a director in...

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