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M&A and Corporate Governance Litigation

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  • Genuine Parts Co. v. Cepec, 2016 WL 1569077 (Del. Apr. 18, 2016)
    05/02/2016

    The Delaware Supreme Court is the latest court to weigh in on the increasingly contentious question of whether a foreign corporation’s compliance with a state’s statutory registration requirements amounts to a broad consent to general personal jurisdiction within that state.  Writing for the majority in a rare 4-1 split decision, Chief Justice Strine held that it would be “unacceptably grasping” in today’s economy to require foreign corporations to acquiesce to Delaware’s exercise of general jurisdiction as a price of doing business in the state.  In so ruling, the Court partially overruled its own decision in Sternberg v. O’Neil, 550 A.2d 1105 (Del. 1988), which held that registering to do business in the state pursuant to 8 Del. C. § 371 and designating an agent for service of process pursuant to 8 Del. C. § 376 amounted to “actual consent” to Delaware’s exercise of general jurisdiction.

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    Category: Fiduciary Duties
  • Caskey v. OpKo Health Inc., C.A. No. 11415-VCS, hearing (Del. Ch. Apr. 22, 2016)
    05/02/2016

    The newest Vice Chancellor on the Chancery Court, Vice Chancellor Joseph R. Slights, will be formally installed by public investiture on Friday, May 13, 2016 and recently tackled the rarely discussed “pecuniary duty” in denying from the bench defendants’ motion to dismiss in Herbert Caskey, MD v. OpKo Health Inc. 

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    Category: Charters & Bylaws