Adhering to corporate formalities is often cited as a disadvantage of organizing a business using the corporate form, but those formalities play a crucial role in protecting the corporation’s shareholders. This fact was made clear in the Delaware Court of Chancery’s October ruling in the case of Zuckerberg v. Espinoza, 124 A.3d 47 (Del. Ch. 2015). The case, which
Over the past several months, we’ve brought you some excellent pieces by Conrail GC Jonathan Broder (LAW ’83), Flying Off the Rails and Unwanted Suitors, about scandal at United Airlines and the proposed Canadian Pacific-Norfolk Southern merger, respectively. Ever alert to developments, Broder (who’s since become an editor of the 10-Q) provides updates to both
One of the major developments in corporate law over the last generation has been the resurgence of shareholder power. Shareholders were once largely passive, prevented by the small size of their holdings from having much of an impact on corporate management. But of late, management has been described as “embattled,” constantly challenged by new kinds
When a corporation is acquired for cash in a merger, Delaware, the corporate home of many public companies, generally provides stockholders with appraisal rights. Appraisal allows dissenting stockholders who comply with the requirements set forth in Section 262 of the Delaware General Corporation Law to seek a judicial determination of the “fair value” of their
Directors of Delaware corporations can now prohibit the corporation’s stockholders from suing them anywhere except Delaware. This is the long-awaited result of a June 25, 2013 decision in Boilermakers Local 154 Retirement Fund, et al., v. Chevron Corp., et al. , C.A. No. 7220-CS (June 25, 2013, Del. Ch.). In Boilermakers, the Delaware Court of