Tags » Delaware General Corporation Law

Recent Amendment to Delaware General Corporation Law

By Joe Marrow

As expected, on June 24, 2015, Delaware Governor Jack Markell signed into law legislation amending the Delaware General Corporation Law (DGCL) that will (1) prohibit “fee shifting” provisions in corporate “charter documents” (certificate of incorporation and by-laws) and (2) permit the use of forum selection clauses in charter documents.  420 more words

Legal Developments

Proposed Legislative Amendments to the Delaware General Corporation Law

By: Jonathan Calla

The Council of the Corporation Law Section of the Delaware State Bar Association recently proposed legislative amendments to the Delaware General Corporation Law (DGCL), which would have the effect of invalidating a provision in both the certificate of incorporation and bylaws of a stock corporation, which purports to impose liability upon a stockholder for attorney’s fees or expenses of the corporation in connection with a claim arising under the DGCL, including claims of breach of fiduciary duty by a current or former director or officer or controlling stockholder of the corporation, (an intracorporate claim).  280 more words

Acquisitions

Delaware Court Rules that Pre-Merger Attorney-Client Communications Pass to the Buyer in a Merger

By: Joseph Martinez

In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLP, the Delaware Court of Chancery held that the pre-merger attorney-client privilege of a corporation which is acquired in a merger transaction governed by Delaware law passes to the surviving corporation. 321 more words

Mergers

Delaware Court Rules On Pre-Merger Attorney-Client Communications

By: Joseph Martinez

In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLP, the Delaware Court of Chancery held that the pre-merger attorney-client privilege of a corporation which is acquired in a merger transaction governed by Delaware law passes to the surviving corporation. 32 more words

M&A

Corporations Should Pay a Living Wage or Face the Death Penalty

Corporations Should Pay a Living Wage or Face the Death Penalty | Alternet.

Up until the 1890s, a corporation couldn’t last more than 40 years in any state – which prevented them from being used as a tool to accumulate massive and multigenerational wealth.

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Activism

Death of the Top-Up Option in Two-Step Transactions

James Matarese and Danielle Lauzon are M&A partners at Goodwin Procter LLP whose practices focus on technology and life sciences companies. Their recent representations include Onyx Pharmaceuticals in its merger with Amgen in a transaction valued at $10.4 billion.   912 more words

Corporate Governance

AUVSI 2013: Arotech to Highlight Battery Solutions for Advanced Robotics

Arotech Corporation, a provider of quality defense and security products for the military, law enforcement and homeland security markets, announced today that it will be showcasing its battery solutions for robotics and unmanned vehicles at the AUVSI Unmanned Systems’ show which is being held in Washington DC. 185 more words

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