Although the implied covenant of good faith and fair dealing applies to nearly every contract governed under Delaware law, many claims alleging its breach fail at the earliest stages of […]
Last summer, the Texas legislature enacted sweeping amendments to the Texas Business Organizations Code (TBOC) with the stated purpose of “modernizing” the code and “clarifying and strengthening” the state’s corporate […]
Recently, in Witmer v. Armistice Capital, LLC, Delaware’s Court of Chancery dismissed a stockholder plaintiff’s derivative suit against Armistice Capital, LLC, a large investor in Aytu Biopharma, Inc., for, among […]
On May 14, Texas Governor Greg Abbott signed Senate Bill 29 (“S.B. 29”), which amends the Texas Business Organizations Code (“TBOC”) as part of the Texas legislature’s broader initiative to […]
Under Texas law, there are two categories of fiduciary relationships: formal and informal.
The Delaware Supreme Court’s February 4, 2024 decision in Maffei (TripAdvisor) v. Palkon has substantially reduced procedural friction for Delaware corporations considering reincorporation in other states. It reversed the Court […]
On remand from the Delaware Supreme Court, the Court of Chancery has awarded XRI more than $6 million in litigation expenses and recoupment of fees advanced to a former LLC […]
In a recent decision, the United States Court of Appeals for the Seventh Circuit outlined a mechanism by which shareholders can object to mootness fees paid to plaintiffs’ attorneys in […]
