Compliance and Governance Blog

As this year’s proxy season approaches, recent changes to the Delaware General Corporation Law (DGCL) have caused Boards of Directors to consider preemptively amending their company’s bylaws to permit stockholder proxy access for the purpose of nominating Directors.
This consideration comes as Directors contemplate whether waiting for activist stockholders to propose their own amendment would be …

Lyondell Chemical Company, et al. v. Ryan, No. 401, 2008, Berger, J. (Del. March 25, 2009). This shareholder derivative action challenged a merger transaction where the directors negotiated the deal in less than a week, only met for seven hours to discuss the transaction, did not press the buyer for a better price and …

Banet, et al. v. Fonds de Régulation et de Controle Café Cacao, et al., C.A. No.3742-CC, Chandler, C. (Del. Ch. Feb. 18, 2009).
Plaintiffs moved for summary judgment on their request for appointment of a receiver for the New York Chocolate and Confections Company, Inc. (NYCCC). The Court of Chancery denied the motion, holding …

CSC can help you E-File your Delaware Annual Franchise Tax Report online.
Delaware corporations must file their 2008 annual reports electronically on or before March 1, 2009.
Delaware LPs and LLCs must file by June 1, 2009.
CSC® offers an enhanced Delaware E-Filing system to help you:
• Access status and other information about all your Delaware entities
• File reports and …

CSC will prepare all annual report filings necessary to maintain the good standing of your entities with Secretary of State Offices throughout the country. An initial audit is conducted with a detailed report on all findings, which is then updated into our comprehensive entity management system. CSC will then prepare, file and advance …

Marie Raymond Revocable Trust v. MAT Five LLC, et al., C.A. No. 3843-VCL, Lamb, V.C. (Del. Ch. Dec. 19, 2008).
Plaintiffs had brought an action for breaches of fiduciary duty and violations of the Securities Exchange Act of 1933 stemming from alleged mismanagement of MAT Five LLC. MAT Five then commenced a tender …

E-file your Delaware Annual Franchise Tax Report online.
Delaware corporations must file their 2008 annual reports electronically on or before March 1, 2009. CSC® offers an enhanced Delaware E-Filing system to help you:
• Access status and other information about all your Delaware corporations
• File reports and pay taxes for all corporations, regardless of Registered Agent designation
• Prepare and file …

Olson v. Halvorsen, et al., C.A. No. 1884-VCL, Lamb, V.C. (Del. Ch. Oct. 22, 2008). The Chancery Court, in granting summary judgment to the defendant partners of a hedge fund, held that the Statute of Frauds applies to LLC operating agreements, an issue that had never before been addressed by the Court. The Court …

In re TD Banknorth Shareholders Litigation, C.A. No. 2557-VCL, Lamb, V.C. (Del. Ch. July 29, 2008).
The Court granted the plaintiffs’ motion for certification as class representatives in a class action brought by former investors who claim that the defendants improperly initiated a transaction in violation of a stockholders agreement. The Court reasoned …

Every industry has its bible. And just like doctors depend on Gray’s Anatomy, attorneys around the country and the world rely on Delaware Laws Governing Business Entities. Very simply, this two-volume set, updated twice a year, has all the rules, statutes, annotations, opinions, analyses and time-saving features that attorneys need to effectively counsel their Delaware …