Does Delaware Have Personal Jurisdiction Over Controlling Stockholders?

Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press.  Tornetta v. Musk, 2024 WL 343699, (Del. Ch. Jan. 30,...

Supreme Court Issues Delaware A Reprieve Pennsylvania Railroad Case

Last November, I questioned whether the Supreme Court's decision in Mallory v. Norfolk Southern Railway Co. would endanger Delaware's corporate hegemony.  The issue in that case was the constitutionality of Pennsylvania's deemed consent statute with...

Delaware Does And Doesn't Define "Officer"

Yesterday's post discussed the meaning of the term "officer" under the California General Corporation Law. It may surprise no one that Delaware's statute, 8 Del. Code § 142, is different. Unlike Section 312 of the California Corporations Code,...

Will Mallory Derail Delaware's Dominance?

Last November, I questioned whether Mallory v. Norfolk Southern Railway Co., U.S. S. Ct. Case No. No. 21-1168 will wipe out Delaware's hegemony over corporate litigation.  In a recent post, Professor Josh Blackman considers Mallory in light of the...

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...

Will Mallory Doom Delaware's Officer Exculpation Statute And Its Corporate Hegemony?

Last summer, Delaware amended Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty.  See Officer Exculpation Is Old News And Automatic In...

Does A State Have Personal Jurisdiction When The Plaintiff, Defendant And Incident Are Outside The State?

After contracting colon cancer, Robert Mallory sued Norfolk Southern in the Pennsylvania Court of Common Pleas under the Federal Employers’ Liability Act, alleging workplace exposure to carcinogens. Even though Mr. Mallory filed suit in...

Why You May Not Want To Be A "Guiding Spirit"

Last week, I wrote about California Labor Code § 558.1 which provides that an owner, director, officer, or managing agent of an employer (a "person acting on behalf of an employer") may be liable "as the employer" for violating, or causing to be...

Law Firm Does Not Purposely Avail Itself Of The "Benefits" Of California As A Forum

The issue of where an attorney is practicing law is a vexing one in light of modern technology which allows attorneys and their clients to be located just about anywhere in the world. The Covid-19 pandemic has exacerbated matters because so many...

1 2