Are Delaware Corporations "Rolling Down Hill, Like A Snowball Headed For . . ."?

For Delaware, are the good times really over for good? 

Sundering Noncompetes From The Internal Affairs Doctrine

Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement.  Sunder Energy, LLC v. Jackson,2023 WL 8166517. The case was brought in the Delaware Court of Chancery...

Delaware's Definition Of "Officer" Fails To Define "Officer"

In yesterday's post, I posited that Delaware does and doesn't define "officer".   For the proposition that Delaware defines the term, I cited Delaware's deemed consent statute - 10 Del. Code § 3114. That statute, however, only appears to furnish a...

Delaware Special Litigation Committee Review "Could Stand A Good Tweaking"

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes:

Nevada Favors New York Over Delaware Precedent For SLC Review

Nevada law endows a board of directors "full control over the affairs of the corporation".  NRS 78.120(1).  This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of incorporation of the corporation.  Id.  ...

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