Jennifer Veet Barrett

What Statute of Limitations Applies? The Effect of the Delaware Borrowing Statute on Claims Governed by Foreign Law

Business Law Today   |   March 2015

Delaware courts are frequently called upon to address disputes arising under contracts governed by the laws of other states. While Delaware courts will apply the substantive law of the chosen jurisdiction in interpreting the contract unless the Restatement of Conflicts of Laws would require it to apply the law of some other jurisdiction, Delaware statute of…

Words that Matter: Considerations in Drafting Preferred Stock Provisions

Business Law Today   |   January 2014

Pursuant to Delaware law, all capital stock, by default, is created equal unless the company’s certificate of incorporation provides for certain classes or series of preferred stock that enjoy special contractual rights, powers, and preferences over shares of another class or series of capital stock. While the General Corporation Law of the State of Delaware (the…

Delaware Courts May Award Expectation Damages for a Breach of an Obligation to Negotiate in Good Faith

Business Law Today   |   October 2013

Under the laws of many jurisdictions, expectation damages for breach of an agreement to negotiate in good faith are viewed as inherently speculative and thus generally not an appropriate measure of damages. In Delaware, the question of whether expectation damages, which attempt to estimate the profits the promisee expected to generate under the to-be-negotiated contract, were…

Drafting a Mandatory Put Provision for Preferred Stock after ThoughtWorks

Business Law Today   |   January 23, 2012

Investors should be aware of the interpretation given to the “funds legally available” phrase in the ThoughtWorks decision, and should consider alternatives to that language when drafting mandatory put provisions.

What To Do About Informational Conflicts Involving Designated Directors

The Practical Lawyer   |   April 2011

When a stockholder obtains director designation rights, the key to avoiding or mitigating potential informational conflicts involving the designated director is to consider these issues and balance allegiances at the outset of the transaction.

Loyal to Whom? Recent Delaware Decisions Clarify Common Stockholders Are Primary Beneficiaries of Directors’ Fiduciary Duties

Deal Lawyers   |   May-June 2010

Delaware case law has long discussed the directors’ fiduciary duties of care and loyalty to the corporation and its stockholders in absolute terms.