TheCorporateCounsel.net

Spanking brand new. By popular demand, this comprehensive “Escheatment Handbook” covers the entire terrain, from the basics to how to respond to audit requests (including those from contract auditors) & deal with escheatment litigation. This one is a real gem – 22 pages of practical guidance – and its posted in our “Escheatment” Practice Area.

Director Independence: The Role of Relationships Between Fellow Directors

In the context of a defendant motion to dismiss, in Delaware County Employees Retirement Fund v. Sanchez, the Delaware Supreme Court reversed the Court of Chancery on appeal in holding that stockholder plaintiffs in a derivative action alleged facts supporting a pleading stage inference that a director was not sufficiently independent due to a long-standing friendship and business relationship. As described in this Paul Weiss memo, the Court considered the allegations in their totality and focused on:

– Detailed allegations of a close, 50-year friendship, which weighed in favor of a pleading inference that a director lacks independence
– Allegations of a close, long-term friendship as opposed to allegations of more superficial relationships
– Detailed allegations of business relationships between an admittedly interested director and another director (whose independence was disputed) together with allegations of their close friendship, which the Court concluded were sufficient to allege a lack of independence

The memo notes that “it remains to be seen how the Court of Chancery will hold on remand on a more developed record.”

Rental Car Market: Soon to be Disrupted!

Most of us in this community do a lot of traveling – so I’m so happy to report that the crappy rental car oligopoly may soon be dust due to the arrival of Skurt, as detailed in this blog. A few weeks ago, I spent an entire hour between picking up my bags and getting into my rental car – waiting a half hour for the shuttle, then doing the 20-minute shuttle ride and finally a paperwork screw-up. Skurt dramatically reduces all of that hassle. I’ve used Skurt & it indeed is good and is true!

– Broc Romanek