The Delaware General Corporation Law provides several specialized statutory remedies in the corporate context. Delaware's alternative entity statutes provide many similar remedies in the LP and LLC context. While technical in nature, these specialized statutory proceedings are critical in contests for control and other respects. While our firm's experience is not limited to these areas, the most common statutory proceedings include:
- Section 145. 8 Del. C. § 145 grants corporations the power to indemnify officers, directors and employees for liability and expenses incurred as a result of their work on behalf of the corporation, and to advance associated expenses. Ross Aronstam & Moritz has secured orders requiring advancement for several former executives.
- Section 220 and Section 305 of the LLC Act. 8 Del. C. § 220 authorizes stockholders to demand an opportunity to inspect the books and records of a corporation under certain circumstances. 18 Del. C. § 305 provides a comparable remedy for LLC members. Ross Aronstam & Moritz has prosecuted and defended numerous books and records actions under both statutes.
- Section 225 and Section 110 of the LLC Act. 8 Del. C. § 225 authorizes the Court of Chancery to determine the validity of a contested election, appointment, removal or resignation of any director or officer of a corporation. 18 Del. C. § 110 provides a mechanism for the Court of Chancery to resolve disputes regarding the election of managers of a limited liability company. Ross Aronstam & Moritz has substantial experience litigating these expedited disputes in both the corporate and alternative entity settings.
- Section 262. Ross Aronstam & Moritz has substantial experience litigating appraisal disputes. For a discussion of that experience, see the "Appraisal Litigation" discussion under "Our Focus."
Articles and Memos
- Mitigating the Risk of M&A Litigation an Old-Fashioned Way: Delaware Law Favoring Stock-for-Stock MergersDecember 2014The M&A Lawyer