Preemption of Del. Law
Entries by Title
Click on an entry title below to view the full text of that entry.
- A Comment on Portnoy
- Activist Shareholders or Activist Judges: In re InfoUSA (Continued)
- Advance Notice Bylaws
- Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (Part 1)
- Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 2)
- Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 3)
- Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 4)
- Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 5)
- Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 6)
- Backdating and Derivative Litigaiton: In re Finisar Corp
- Backdating and Legal Fees
- Backdating and the Result Oriented Reasoning of Desimone v. Barrows
- Backdating and the View from Outside Delaware
- Backdating, the Delaware Courts, and a Guest Appearance of Common Sense: Conrad v. Blank
- Backdating: Ryan v. Gifford (Continued)
- Brandon v. Deason and Backdating
- Bring it On: The Delaware Courts Speak on Precatory Proposals under Rule 14a-8
- Brockade, Backdating, and the Securities Laws
- Caremark--The Failed Revolution (pt. 3)
- Caremark–The Failed Revolution
- Caremark–The Failed Revolution (part II)
- Conrad v. Blank: Demand Excusal and Standing in Backdating Cases
- Conrad v. Blank: Backdating and Pre-Suit Demand Requirements
- Corporate Governance, Federal Preemption, and the 2008 Presidential Race
- Criminalizing Compensation: Lax Standards, Delaware Law, and the Conviction of Gregory Reyes
- David Brooks, DHB, and the Problem of Excessive Compensation
- Del. Ch. Rejects Inference that is “At Odds” with “Common Experience” – Pfeffer v. Redstone
- Delaware Courts and Advance Notice Bylaws: Levitt v. Office Depot
- Delaware Courts and Backdating
- Delaware Courts and Backdating: A Summary
- Delaware Courts and the Charade of Director Independence: Ryan v. Lyondell Chemical (It's Hard Being A Plaintiff in Delaware) (Part 2)
- Delaware Courts and the Validation of Misleading Disclosure: In re Transkaryotic (A License to Omit) (Part 2)
- Delaware Courts and the Validation of Misleading Disclosure: In re Transkaryotic (Excessive Pleading Standards)(Part 5)
- Delaware Courts and the Validation of Misleading Disclosure: In re Transkaryotic (Friendship Is Not Enough)(Part 3)
- Delaware Courts and the Validation of Misleading Disclosure: In re Transkaryotic (In Delaware, It's Tough to be a Plaintiff)(Part 6)
- Delaware Courts and the Validation of Misleading Disclosure: In re Transkaryotic (The Anti-Shareholder Bias) (Part 1)
- Delaware Courts and the Validation of Misleading Disclosure: In re Transkaryotic (Orphan Drugs)(Part 7)
- Delaware Courts and the Validation of Misleading Disclosure: In re Transkaryotic (The Irrelevancy of Divided Loyalties)(Part 4)
- Delaware Courts and the Validation of Spring Loaded Stock Options (Continued)
- Delaware Courts and the [Non-] Duties of Directors: Pfeffer v. Redstone
- Delaware Courts, Director Independence, and the Payment of Legal Fees: In re InfoUSA Shareholders Litigation
- Delaware Courts, Mergers, and Free "Legal Advice"
- Delaware Judges, Shareholder Rights, and the Appearance of Bias (Part 1)
- Delaware Judges, Shareholder Rights, and the Appearance of Bias (Part 2)
- Delaware Judges, Shareholder Rights, and the Appearance of Bias (Part 3)
- Delaware Judges, Shareholder Rights, and the Appearance of Bias (Part 4)
- Delaware Judges, Shareholder Rights, and the Appearance of Bias (Part 5)
- Delaware Judges, Shareholder Rights, and the Appearance of Bias (Part 6)
- Delaware Judges, Shareholder Rights, and the Appearance of Bias (Part 7)
- Delaware Law and the Responsibility for SOX
- Delaware and Backdating: Ryan v. Gifford
- Delaware and the Anti-Shareholder Bias
- Delaware and the Race to the Bottom
- Delaware and the Responsibility for SOX: The Case of Loans to Management
- Delaware and the Use of Process to Permit Unfair Compensation
- Delaware's Preeminence and the Internal Affairs Doctrine
- Delaware's Preeminence and the Internal Affairs Doctrine (Intro)
- Delaware's Preeminence and the Internal Affairs Doctrine (Part 1)
- Delaware's Preeminence and the Internal Affairs Doctrine (Part 2)
- Delaware's Top Five Worst Shareholder Decisions of 2007
- Delaware, Independence and Director Compensation: Sutherland v. Sutherland (Part 1)
- Delaware, Independence and Director Compensation: Sutherland v. Sutherland (Part 2)
- Delaware, Insouciance, and an Appropriate Judicial Disposition: The Case of Inter-Tel
- Delaware, The Courts, and The Race to the Bottom
- Derivative Suits, Delaware and the Race to the Bottom: Schoon v. Smith (Part 1)
- Derivative Suits, Delaware and the Race to the Bottom: Schoon v. Smith (Part 2)
- Derivative Suits, Delaware and the Race to the Bottom: Schoon v. Smith (Part 3)
- Derivative Suits, Delaware and the Race to the Bottom: Schoon v. Smith (Part 4)
- Derivative Suits, Delaware and the Race to the Bottom: Schoon v. Smith (Part 5)
- Desimone and Spring Loaded Options: Just Another Form of Compensation
- Desimone and the Struggle to Validate Backdating
- Desimone v. Barrows: Backdating, Spring Loading and the Imposition of a Scienter Standard
- Desimone, Backdating, and the Use of Bench Trials on Motions to Dismiss
- Desimone, Spring Loaded Options and Insider Trading
- Diversity and the Delaware Courts
- Do the Merits Matter? Delaware Courts, Related Party Transactions, and In re InfoUSA Inc. Shareholders Litigation
- Duty of Loyalty and the Rote Counting of Heads: The Viacom Case
- Executive Compensation Outpaces Earnings
- Executive Compensation, Disney and Delaware Law (Part 1)
- Executive Compensation, Disney and Delaware Law (Part 2)
- Executive Compensation, Disney and Delaware Law (Part 3)
- Executive Compensation, Disney and Delaware Law (Part 4)
- Executive Compensation, Disney and Delaware Law (Part 5)
- Executive Compensation, the Delaware Courts, and Congress
- Executive Compensation, the Delaware Courts, and Congress (Part 3)
- Failure to Meet Demand Execusal Requirements Proves Fatal to Backdating Case
- Financial Disclosure Requirements in a Definitive Proxy Statement – In re CheckFree Corp.
- Fogel v. U.S. Energy Systems Inc and Limits on the Authority of Independent Directors
- Fogel v. U.S. Energy Systems Inc: "Improperly Convened" Meetings And The Blasius Standard In Delaware
- Friday Editorial: Delaware, SOX, and the Prospect of Future Federal Intervention
- Henry Paulson and the Problem of State Law
- Henry Paulson and the Promise of Federal Incorporation
- In re InfoSonics Corp. – Backdating, Demand Futility, and the Internal Affairs Doctrine
- In re InfoUSA and the Ship Captain Presumption
- In re InfoUSA, the Clintons, and the Prohibition on Coyness
- In re Mercury Interactive Corp. – Option Backdating
- In re Tyson and Spring Loaded Options: Disclosure Is the Key
- In re Tyson, Spring Loaded Options, and Bad Faith
- Inspection Rights Under Delaware Law
- Inspection Rights and Shareholders: $200 Million in Compensation Not Enough to Establish a Proper Purpose
- Inter-Tel, the Delaware Courts, and the Erosion of Another Pro-Shareholder Doctrine
- Inter-Tel, the Shareholder Franchise, and the Abandoment of the Blasius Standard
- Limiting the Rights of Preferred Shareholders: Matulich v. Aegis Communications Group, Inc.
- Limiting the Rights of Preferred Shareholders: Matulich v. Aegis Communications Group, Inc.
- Limits on Postponing a Shareholder Meeting: Steel Partners v. Point Blank Solutions
- MBNA and the Merger with Bank of America: Shareholders Sue a "Sweetheart" Deal
- Microsoft v. Yahoo v. Google v. News Corp
- Office Depot and the Evolution of a Proxy Contest
- Officers and the Business Judgment Rule
- Officers and the Business Judgment Rule: Hellman v. Hellman
- Openwave Sys. v. Harbinger and Advance Notice Bylaws
- Opting Only In: An Overview (Part 1)
- Opting Only In: Corporate Law and the View of Contractarians (Part 2)
- Opting Only In: Delaware and the Race to the Bottom (Part 4)
- Opting Only In: The Bottom Line (Part 7)
- Opting Only In: The Exegisis of Waiver of Liability (Part 3)
- Opting Only In: The Race to the Bottom (Part 5)
- Opting Only In: Waiver of Liability in Practice (Part 6)
- Option Grant Practices and the Delaware Courts: an introduction
- Pangloss, Delaware Law, and the Duty of Loyalty: Julian v. Eastern States Development Co.
- Plaintiffs and Prolixity: Wood v. Baum (Part 2)
- Plaintiffs and Prolixity: Wood v. Baum (Part 3)
- Plaintiffs and Prolixity: Wood v. Baum and the Anti-Plaintiff Bias of the Delaware Courts (Part 1)
- Plaintiffs and Prolixity: Wood v. Baum and The Use of Unnecesary Procedural Barriers (Part 4)
- Portnoy v. Cryo-Cell: Vote Buying, Manipulation of the Voting Process, and the Race to the Bottom (Part 1)
- Portnoy v. Cryo-Cell: Vote Buying, Manipulation of the Voting Process, and the Race to the Bottom (Part 2)
- Portnoy v. Cryo-Cell: Vote Buying, Manipulation of the Voting Process, and the Race to the Bottom (Part 3)
- Portnoy v. Cryo-Cell: Vote Buying, Manipulation of the Voting Process, and the Race to the Bottom (Part 4)
- Portnoy v. Cryo-Cell: Vote Buying, Manipulation of the Voting Process, and the Race to the Bottom (Part 5)
- Portnoy v. Cryo-Cell: Vote Buying, Manipulation of the Voting Process, and the Race to the Bottom (Part 6)
- Portnoy v. Cryo-Cell: Vote Buying, Manipulation of the Voting Process, and the Race to the Bottom -- The Last Word
- Procedural Barriers, Delaware Courts, and Shareholder Rights: In re InfoUSA (Continued)
- Reform, the Presidential Campaign, and Oversight of the Financial Markets: The Delaware Responsibility
- Removing a Director and Delaware Law: Postorivo v. AG Paintball
- Ryan v. Lyondell Chemical Company and Waiver of Liability Provisions (Interlocutory Appeal Denied)(An Annoyed Vice Chancellor)
- Ryan v. Lyondell Chemical Company and Waiver of Liability Provisions (Interlocutory Appeal Denied)(But a Road Map for Success)
- Ryan v. Lyondell Chemical Company and Waiver of Liability Provisions (Interlocutory Appeal Denied)(Introduction)
- Ryan v. Lyondell Chemical Company and Waiver of Liability Provisions (Interlocutory Appeal Denied)(The Need for Gender Diversity and Gender Neutrality)
- Sensationalized Criticism (redux)
- Spring Loaded Options and Demand Excusal: Weiss v. Swanson
- Spring Loaded Options and Demand Excusal: Weiss v. Swanson
- Standards for Executive Compensation
- Statistical Evidence and A "Barely Sufficient" Basis for Inspecting Records Under Delaware Law
- The Delaware Chancery Court and the Treatment of Institutional Investors: Portnoy v. Cryo Cell
- The Delaware Courts and Say on Pay
- The Delaware Guidance Function and the Use of Dicta in Opinions
- The Facade of Fairness Opinions and the Delaware Courts
- The Five Worst Delaware Cases: A Comment
- The Intellectual Justification for a Non-Judicial Temperament
- The Merits Don't Matter: A Final Word on In re InfoUSA
- The Race to the Bottom
- The Reyes Conviction: Backdating and the Differing Attitudes Between Delaware and the Federal Government
- The SEC, Corporate Governance and Executive Compensation (Part 1)
- The SEC, Corporate Governance, and Executive Compensation (Part 2)
- The Solution to the Problem of Executive Compensation (Part 1)
- The Solution to the Problem of Executive Compensation (Part 2)
- TheRacetotheBottom, the Delaware Chancery Court, and "Sensationalized Criticism"
- Tyson, Backdating and Some Additional Observations
- Unitedhealth, Delaware, and the Problem of Special Litigation Committees
- VC Strine and an Admission Against Self Interest
- VC Strine, Withholding Votes, and the Impact on Corporate Governance
- Weakening Corporate Governance: Delaware Courts and the Contorted Exception to the Demand Requirement
Entries by Week
Click on a week below to view a list of articles published during that week.
- September 14, 2008 - September 20, 2008 (2)
- September 7, 2008 - September 13, 2008 (4)
- August 24, 2008 - August 30, 2008 (2)
- August 17, 2008 - August 23, 2008 (1)
- July 20, 2008 - July 26, 2008 (7)
- July 13, 2008 - July 19, 2008 (4)
- July 6, 2008 - July 12, 2008 (1)
- May 25, 2008 - May 31, 2008 (1)
- May 18, 2008 - May 24, 2008 (2)
- May 11, 2008 - May 17, 2008 (2)
- May 4, 2008 - May 10, 2008 (2)
- April 20, 2008 - April 26, 2008 (1)
- April 13, 2008 - April 19, 2008 (6)
- April 6, 2008 - April 12, 2008 (3)
- March 30, 2008 - April 5, 2008 (6)
- March 23, 2008 - March 29, 2008 (2)
- March 16, 2008 - March 22, 2008 (2)
- March 9, 2008 - March 15, 2008 (8)
- March 2, 2008 - March 8, 2008 (6)
- February 24, 2008 - March 1, 2008 (5)
- February 17, 2008 - February 23, 2008 (7)
- February 10, 2008 - February 16, 2008 (6)
- February 3, 2008 - February 9, 2008 (10)
- January 27, 2008 - February 2, 2008 (8)
- January 6, 2008 - January 12, 2008 (1)
- December 30, 2007 - January 5, 2008 (3)
- December 23, 2007 - December 29, 2007 (2)
- December 16, 2007 - December 22, 2007 (1)
- December 2, 2007 - December 8, 2007 (1)
- November 25, 2007 - December 1, 2007 (1)
- November 18, 2007 - November 24, 2007 (3)
- October 28, 2007 - November 3, 2007 (4)
- October 21, 2007 - October 27, 2007 (4)
- October 7, 2007 - October 13, 2007 (2)
- September 16, 2007 - September 22, 2007 (1)
- September 9, 2007 - September 15, 2007 (1)
- September 2, 2007 - September 8, 2007 (1)
- August 26, 2007 - September 1, 2007 (5)
- August 19, 2007 - August 25, 2007 (3)
- August 5, 2007 - August 11, 2007 (2)
- July 29, 2007 - August 4, 2007 (1)
- July 22, 2007 - July 28, 2007 (2)
- July 15, 2007 - July 21, 2007 (7)
- July 8, 2007 - July 14, 2007 (6)
- June 24, 2007 - June 30, 2007 (1)
- May 27, 2007 - June 2, 2007 (1)
- May 20, 2007 - May 26, 2007 (2)
- April 29, 2007 - May 5, 2007 (5)
- April 22, 2007 - April 28, 2007 (3)
- January 28, 2007 - February 3, 2007 (1)
Entries by Month
Click on a month below to view a list of articles published during that month.
- September 2008 (6)
- August 2008 (3)
- July 2008 (12)
- May 2008 (7)
- April 2008 (14)
- March 2008 (22)
- February 2008 (28)
- January 2008 (9)
- December 2007 (6)
- November 2007 (3)
- October 2007 (10)
- September 2007 (4)
- August 2007 (9)
- July 2007 (16)
- June 2007 (1)
- May 2007 (6)
- April 2007 (5)
- February 2007 (1)