Choice Of Law And Holding Companies

Tulane Law School Professor Ann M. Lipton at Tulane Law School begins her forthcoming, Inside Out (or, One State to Rule them All): New Challenges to the Internal Affairs Doctrineby quoting Delaware Vice Chancellor J. Travis Laster:

Why Is McDonald's Former V.P. Being Judged In Delaware By Delaware Law?

Vice Chancellor J. Travis Laster's recently ruled that McDonald's Corporation's former Executive Vice President and Global ChiefPeople Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by Chancellor Allen in In re...

The General Corporation Law's Filioque

The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father). About 200 years later at the Third Council of Toledo, the Western Christian Church,...

Alleged Corporate Murder Merits A Jury Trial

"Murder most foul, as in the best it is.But this most foul, strange and unnatural."*

Should Boeing Fly To Nevada?

After Vice Chancellor Morgan Zurn's in September issued his opinion in In re Boeing Company Derivative LitigationUCLA Professor Stephen Bainbridge declaimed that "After Boeing, Caremark is no longer 'the most difficult theory in corporation law...

Court Holds Disgorgement Requires No Pecuniary Harm

There are equitable remedies and there are legal remedies.  A claimant pursuing a breach of fiduciary claim can choose which type of remedy it seeks.  Choices, like elections, have consequences.

Court Concludes CUTSA Does Not Preempt Breach Of Fiduciary Duty Claim

The California Uniform Trade Secrets Act (CUTSA) provides various remedies for misappropriation of a trade secret (as defined). The legislature, however, was "vexingly oblique" in prescribing the effect of CUTSA on common law claims, such as...

Did The Co-Founder Of Alcoholics Anonymous Violate Rule 10b-5?

Recently, I enjoyed watching My Name is Bill W., a 1989 movie that starred James Woods, JoBeth Williams and James Garner. The film tells the story of Alcoholics Anonymous co-founder William Griffith Wilson (aka Bill W.). In telling his story, the...

Is There A "Revlon Duty" In California?

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere.  One such case is Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506...

1 2