Under Texas law, there are two categories of fiduciary relationships: formal and informal.
The post Use It or Lose It: Texas Courts Take a Close Look at the Concept of Informal Fiduciary Relationships appeared first on Enhanced Scrutiny.
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Is There a 6th Amendment Right to Advancement of Legal Fees? In One Unique Case, A Court Says Yes.
A federal criminal case in the Northern District of California raises an unusual scenario involving the interplay between a defendant’s right to counsel of his choice under the Constitution and a corporate officer’s right to advancement of legal fees under Delaware law. Aubrey Shelton is a former senior VP of Delaware corporation RepairPal, Inc. On…
Another “Super Year” for Activism
2024 was called a “super year” for political elections, with 72 countries and half the world’s population going to the polls. Incumbent political parties across the globe lost these elections at a dizzying rate as voters punished those seen as responsible for inflation and other economic woes. It was also a booming year for shareholder…
Texas Business Court Weighs In on Contractual Restrictions on Fiduciary Duties
Earlier this month, in one of the first opinions in which the newly established Texas Business Court has addressed the merits of a claim, the court granted in part and denied in part a motion for summary judgment in Primexx Energy Opportunity Fund, LP v. Primexx Energy Corporation. The opinion provides a first look…
Court of Chancery Issues Rare Pre-Discovery Dismissal of Entire Fairness Claim
In February, in an offshoot of the dwindling SPAC boom, the Delaware Court of Chancery dismissed a shareholder derivative lawsuit in In re Skillsoft Stockholders Litigation, No. 2023-1179-JTL (Feb. 7, 2025). Notably, Vice Chancellor J. Travis Laster dismissed the case even though it evaluated the transaction under the demanding entire fairness standard. The court recently…
Controller’s Breach of Fiduciary Duties Leads To Novel Remedy
Vice Chancellor Laster’s opinion in In re Dura Medic Holdings, Inc. is a helpful reminder of potentially bespoke equitable remedies available for breaches of fiduciary duties. The case involved claims brought by a co-founder of Dura Medic, Inc. (“Dura Medic” or “Company”) against affiliates of Comvest, a private equity backer that acquired Dura Medic…
Delaware Adopts Significant Changes to Its General Corporation Law
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant changes to the Delaware General Corporation Law. These amendments provide greater clarity in a number of important areas that had been the subject of common law development, and they underscore Delaware’s commitment to deferring to the decisions of informed and disinterested directors and…
Securities Litigation Against Life Sciences Companies: 2024
Securities class actions against life sciences companies are mostly second-order problems. The first-order problem is a business or regulatory setback that, when disclosed by the company or a third party, triggers a stock price decline. Following the decline, plaintiffs’ class-action attorneys search the company’s previous public statements and seek to identify inconsistencies between past positive…
Six Things to Know About Special Committees and Special Litigation Committees
Forming and operating SCs and SLCs requires careful consideration of various legal, practical, and strategic factors. Here are six key things general counsels should be aware of.
The post Six Things to Know About Special Committees and Special Litigation Committees appeared first on Enhanced Scrutiny.
“Clear Day” Corporate Travel Gets Green Light From Delaware Supreme Court
The Delaware Supreme Court’s February 4, 2024 decision in Maffei (TripAdvisor) v. Palkon has substantially reduced procedural friction for Delaware corporations considering reincorporation in other states. It reversed the Court of Chancery’s ruling that denied TripAdvisor’s motion to dismiss and comes nearly a year after TripAdvisor’s interlocutory appeal was accepted. As Sidley’s Jim Ducayet and…