entity · derived
Delaware law
Derived node: assembled mechanically from the claims carrying delaware-law. A roster, not an adjudicated definition.
Every claim under this term
- 1908473-032 : Allocating super-voting stock to contingent capital holders satisfies Delaware's legitimate business purpose requirement, because the allocation serves to avoid insolvency and dissolution of the insti
- kaal-2013-acomparativeperspectiveo-001 : The nearly insurmountable standard for liability in oversight cases in the United States undermines the signalling of the expected standard of conduct, and this could have long-term implications for A
- kaal-2013-acomparativeperspectiveo-005 : Under Delaware law as applied in In re Citigroup, directors' incorrect evaluation of business risk and their inability to predict the future do not violate the duty of oversight, so the Caremark duty
- kaal-2013-acomparativeperspectiveo-006 : Losses alone are not sufficient to hold directors personally liable for taking risks that lead to those losses, because risk is inherent in maximizing shareholder value.
- kaal-2013-acomparativeperspectiveo-007 : Oversight liability in Delaware can be established only on a showing that the directors knew they were not discharging their fiduciary duties or consciously disregarded their responsibilities.
- kaal-2013-acomparativeperspectiveo-008 : Delaware's signalling of expected conduct is undermined when the state simultaneously imposes a near insurmountable standard for liability in cases involving breaches of the duty of oversight.
- kaal-2013-acomparativeperspectiveo-014 : The German ARAG/Garmenbeck holding is diametrically opposed to In re Citigroup, where the Delaware Chancery Court declared that directors' incorrect evaluation of business risk did not violate the dut
- kaal-2013-acomparativeperspectiveo-017 : Despite the limits of the comparison, had In re Citigroup and Disney been decided in Germany the allocation of liability would have been different, because German courts are generally more willing tha
- 4033886-013 : An investor who has been fully redeemed loses the ability to test the fund's valuation of his interest: the court held that Greenhouse retained no equity interest and therefore had no right to inspect
- 5583610-012 : LER survives Delaware scrutiny only if it is deployed non-discriminatorily and proportionately with the welfare of the whole shareholder body in view, responding to a genuine threat rather than entren