Tag Archives: Delaware

Directors and Officers Who Fail at Company Oversight Can Be Held Personally Liable

Across the United States, the Coronavirus has caused widespread devastation, marking its arrival with debilitating symptoms and tens of thousands of deaths.  The virus also is responsible for significant economic destruction, rendering 30 million Americans jobless requiring $660 billion in payroll loans, and necessitating a $2.2 trillion in stimulus package.  History likely will reveal that poorly run companies are repeat victims of the financial hardships precipitated by COVID-19.  Even without a pandemic, a company likely will fail (or suffer significant harm) if its directors and officers do not adequately oversee the company’s management.  But, there is another reason to avoid oversight failures.  As the Delaware Court of Chancery’s April 27, 2020 decision in Hughes et al. v. Xiaming Hu et al. reinforces, directors and officers who neglect their oversight responsibilities may be personally liable for resulting harm to the company and its stockholders.

To read the full text of this post by Duane Morris partner Oderah C. Nwaeze, please visit the Duane Morris Delaware Business Law Blog.

Update to Various State Construction Closure Orders Related to COVID-19

This list is current as of April 14, 2020 (4:00 p.m. EST) and is and Update to an earlier Alert we posted on April 3rd. Please note that these closure orders are changing almost daily so please make sure you are checking the applicable state in question when considering a closure question.

To read the full text of this post by Duane Morris partner Brad Molotsky, please visit the Duane Morris Project Development/Infrastructure/P3 Blog.

Emergency Order Regarding Corporate Annual Meetings Issued by Delaware Governor

On the evening of April 6, 2020, the Governor of the State of Delaware issued his Tenth Modification to the Covid-19 State of Emergency, which contained provisions fostering a Delaware corporation’s ability to react where it had already called and noticed an annual meeting of stockholders to be held in-person.

To read the full text of this post by Duane Morris partner Richard Renck, please visit the Duane Morris Delaware Business Law Blog.

Annual Meetings When Your Stockholders Cannot Actually Meet

Millions of stockholders of Delaware corporations are currently under some form of “stay-at-home” restrictions, and applicable guidelines from health officials limit gatherings to no more than 5-10 people, each of which have to be at least 6 feet away from one another.  These safety protocols, while necessary, make it essentially impossible to convene annual stockholders’ meetings as has been traditional–in person.

To read the full text of this post by Duane Morris partner Richard Renck, please visit the Duane Morris Delaware Business Law Blog.

Delaware Governor Closes Nonessential Businesses Until May 15, 2020

On March 22, 2020, Delaware Governor John Carney issued his Fourth and Fifth Modifications of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat, pursuant to which he has ordered the closure of nonessential business and commercial establishments in Delaware (Nonessential Business Closure Order). The order takes effect on Tuesday, March 24, 2020, at 8:00 a.m. and remains in effect “until after May 15, 2020, or the public health threat of COVID-19 has been eliminated… .” Violations of the Nonessential Business Closure Order constitute a criminal offense.

To read the full text of this post by Duane Morris partner Richard Renck, please visit the Duane Morris Delaware Business Blog. To read the Duane Morris Alert on this topic, please visit the firm website.

Delaware Governor Closes Nonessential Businesses Until May 15, 2020

On March 22, 2020, Delaware Governor John Carney issued his Fourth and Fifth Modifications of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat, pursuant to which he has ordered the closure of nonessential business and commercial establishments in Delaware (Nonessential Business Closure Order). The order takes effect on Tuesday, March 24, 2020, at 8:00 a.m. and remains in effect “until after May 15, 2020, or the public health threat of COVID-19 has been eliminated… .” Violations of the Nonessential Business Closure Order constitute a criminal offense.

To read the full text of this Duane Morris Alert, please visit the firm website.

Delaware – COVID and State filings

With respect to corporate filings for the entities that are incorporated in the State of Delaware, the Division of Corporations has posted on its website that it is open for business, however, “in-person” access is by appointment only. The Division is encouraging that all filings be made through the document upload service. On-line services remain available through the Division’s website.

To read the full text of this post by Duane Morris partner Brad Molotsky, please visit the Duane Morris Project Development/Infrastructure/P3 Blog.

Delaware’s Governor Issues Closure Order for Non-Essential Businesses effective 8 AM on March 24, 2020

Governor John Carney issued his Forth Modification of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat, pursuant to which he has ordered the closure of non-essential business and commercial establishments in the state of Delaware (the “Non-Essential Business Closure Order”).

The order takes effect on Tuesday, March 24, 2002, at 8:00 a.m. and remains in effect “until after May 15, 2020, or the public health threat of COVID-19 has been eliminated . . . .” Violations of the Non-Essential Business Closure Order constitute a criminal offense.

To read the full text of this post by Duane Morris partner Brad Molotsky, please visit the Duane Morris Project Development/Infrastructure/P3 Blog.