Adding a Director by Written Consent: Your Investor Doesn’t Have to Sign (But Their Board Designee Does)
Why a Delaware startup’s majority stockholder can elect a new director by written consent without the investor’s signature, and where the investor’s designee still must sign.
Chertok v. OnSolve: Conditioning Merger Consideration on a Release Breaches the Charter
Delaware’s Court of Chancery held after trial that conditioning payment of merger consideration on a stockholder release breaches the charter. What changes in closing packets.
The Chevron-Hess Arbitration: When a Right of First Refusal Meets a Merger
An ICC tribunal let Chevron close Hess over a joint-venture ROFR. The drafting lesson: rights of first refusal don’t catch mergers unless they say so.
After Connelly: Buy-Sell Agreements, Life Insurance, and the Estate Tax Trap
Connelly held that insurance-funded redemption obligations don’t offset company value. Why every closely held buy-sell is now a diligence item before a sale.
Florida Salon Sale: The 477.025 License Dies at Closing 鈥� and Booth-Rent Diligence
Florida salon licenses die with the seller’s entity 鈥� 477.025(7) says so. New-license timing, booth renter diligence, and keeping the chairs full after closing.
Hurricane Season Mid-Deal: Property Insurance Diligence in a Florida Business Sale
A named storm between signing and closing is a deal problem, not just a weather problem. Wind deductibles, flood gaps, Citizens, and the casualty clause.
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