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Professor Hamermesh also published “Delaware Corporate Law and the Model Business Corporation Act: A Study in Symbiosis,” 74 Duke Journal of Law and Contemporary Problems 107 (2011), co-authored with Jeffrey M.
During the 2010-2011 academic year, Professor Hamermesh continued to serve as a member of the Council of the Corporation Law Section of the Delaware State Bar Association, the group responsible for continuing review and drafting of proposed amendments to the Delaware General Corporation Law.  He also continued to serve as a member of the Council of the American Bar Association Section of Business Law, and as a member of the board of editors of The Business Lawyer, published by the Business Law Section. Courses: Corporate Finance, Mergers and Acquisitions, Securities Regulation, Business Organizations, Corporate Takeovers, and Professional Responsibility. Professor Regan, who teaches and writes in the areas of business organizations, advanced corporation law, corporate finance, and contracts, is Assistant Director of the Institute of Delaware Corporate and Business Law.  He is regular commentator on mergers and acquisitions developments, including the hostile bid by Air Products and Chemicals, Ind.
In February 2011, at the invitation of retired Delaware Supreme Court Justice Joseph Walsh, Professor Regan participated as a presenter and panelist on executive compensation at the 16th Annual Rubenstein-Walsh Seminar in Professionalism and Ethics in Wilmington.
In July 2011 Professor Regan presented a forthcoming article on Human Rights Accountability of Multinational Corporations at an international conference on Social Economy and Corporate Responsibility at the Congress of the Onati Institute for the Sociology of Law in Onati, Spain. Also in July 2011, Professor Regan participated in a panel presentation entitled “Delaware: The First State for Corporation Law” at the annual meeting of the American Association of Law Librarians in Philadelphia, PA. Courses: Business Organizations, Advanced Corporations, Corporate Finance, and Business Principles. Professor Barnett published an article titled “The Public–Private Dichotomy in Morality and Law” in 18 Journal of Law and Policy 541 (2010).  The article illustrates the thesis of the social basis of law with the federal Investment Advisers Act and also reports a study in which data obtained from adults in a national sample survey were analyzed to identify the characteristics of individuals that affect whether morality is viewed as a private matter (and hence inappropriate for regulation) or a public issue (and hence appropriate for regulation). Professor Conaway participated as a Life Commissioner in the consideration and debate of the Harmonization of Business Codes Act in Vail, Colorado at the Annual Meeting of the Uniform Law Conference in July 2011. Professor Conaway is regularly called upon to serve as an expert consultant on matters of Delaware business entity law.  Most recently, she was involved in one case involving a multi-million dollar international transaction raising an issue of first impression of Delaware LLC law, and in a multi-billion dollar case involving Delaware LLCs and creditor rights’ issues. Professor Smith also participated in the Widener Journal of Law, Economics and Race annual symposium, “Legal and Diversity Issues in Coaching Professional Sports.
Professor Scheuer is joining Widener Law School in the fall of 2011 as its newest faculty member. Professor Scheuer has previously taught contract drafting at Boston College Law School and Boston University School of Law.  He co-authored the lead article in Catholic University Law Review’s winter 2011 edition with Professor Judith McMorrow from Boston College Law School. Professor Moringiello has taught as a visiting professor at the University of Georgia, Loyola University Chicago, the University of Pittsburgh, the University of Maryland, the Dickinson School of Law of the Pennsylvania State University and the Universite de Paris X in Nanterre, France. Professor Moringiello has held numerous leadership positions in the American Bar Association (ABA) Business Law Section, the Association of American Law Schools (AALS) and the Pennsylvania Bar Association. Professor Moringiello writes in the areas of bankruptcy, commercial law and electronic commerce, and was honored by the Law School for this work with the 2006 Douglas E. Courses: Property, Bankruptcy, Secured Transactions, Sales, the Law of Electronic Commerce, and Mortgage Crisis.
Professor Barros joined Widener in 2004 from the New York office of Latham & Watkins LLP, where his practice focused on international litigation and arbitration. Courses: Property, Business Organizations, Real Estate Transactions, and Seminars on Takings and Property Theory.
Professor Hussey is admitted to practice in Missouri, Pennsylvania, and Illinois (retired).
Courses: Federal Income Taxation, Wills and Trusts, Business Organizations, Tax Policy, and Estate Planning. Mohsen Manesh: What is the Practical Importance of Default Rules under Delaware LLC and LP Law?
Want to Contribute?Here you will find news, cases, and commentary - all with a Delaware Corporate and Business Law focus. The Schmutz fellow is responsible for helping to promote and organize the Institute’s activities.  Generally, the Fellowship recipient will help organize the Pileggi Lecture and the Annual Symposium, in addition to working closely with Professor Hamermesh, Ruby R. In this article, we review the top five decisions from the Delaware courts in the last year.1. Cyberspace Law—and its many subject areas—will be the focus of the May 2016 issue of Business Law Today.


BLT is a web-based publication drawing upon the best of the Section's resources, including featured articles and other information from around the Section. The Act was adopted by the Conference for enactment by the States at the Annual Meeting.  Professor Conaway has been a Life Member of the Uniform Law Conference since 2009 and a Commissioner from Delaware since 1989 and from Pennsylvania since 2003. Her teaching, research and scholarship focuses on intellectual property law, technology transfer and corporate law.  During 2010-2011, Professor Baldia was an invited speaker at the DuPont-Widener Intellectual Property Law Conference in Wilmington and at the Asia Pacific Legal Institute’s summer program on intellectual property in Washington, DC. Lauderdale, hosted by NOVA Southeastern Law School.  And in August 2011, Professor Smith discussed the tax implications of church-sponsored reparations advocacy at the 2011 National Bar Association Convention in Baltimore, Maryland. He graduated from Boston College Law School and will be teaching business associations, bankruptcy and business planning. The article, entitled The Moral Responsibility of the Corporate Lawyer, dealt with the issue of lawyer accountability for corporate client actions.
Before teaching, she consulted on international tax and trade matters for multinational corporations and also served as the Senior Law Clerk to Judge Thomas J. After graduating from law school, Professor Moringiello joined Emmet, Marvin & Martin in New York, New York, where she specialized in real estate and asset-based financing. She is currently on the editorial boards of Business Law Today (the magazine of the ABA Business Law Section) and two publications of the American Bankruptcy Institute (ABI): the American Bankruptcy Institute Law Review and The ABI Journal.
She is an elected member of the American Law Institute and is Co-Chair of the Pennsylvania Bar Association’s Uniform Commercial Code Committee. Benjamin Barros is the Dean of Faculty Research and Development and Associate Professor of Law at Widener’s Harrisburg campus.
While in practice, Professor Barros taught International Arbitration as an adjunct at Fordham University School of Law. Professor Hussey writes in the areas of taxation, executive compensation, and estate planning and is the faculty director of the Volunteer Income Tax Assistance (VITA) program, coordinating 25-30 volunteers preparing free tax returns for low to moderate income taxpayers. Schmutz, Esquire, and his wife Eileen, the Widener Institute of Corporate and Business Law is pleased to be able to offer the John F.
Schmutz is a member of the Law School Board of Overseers and former General Counsel of the DuPont Company.
Pileggi is the member-in-charge of the Wilmington, Delaware, office of Eckert Seamans Cherin & Mellott, LLC. From 1991 to 1993, Professor Moringiello was a Graduate Fellow in Legal Education at Temple University School of Law, from which she received her LL.M. In 2007, the Pennsylvania Bar Association honored Professor Moringiello with a Special Achievement Award for her work in the Uniform Commercial Code enactment process. Professor Moringiello has been a frequent commentator in the local and national media on the topic of Harrisburg’s Chapter 9 bankruptcy filing. She is a frequent speaker on those topics and has given presentations at the Annual Meetings of the ABA and AALS, the annual forum of the Eastern District of Pennsylvania Bankruptcy Conference, and at programs presented by the Pennsylvania Bar Institute and the American Bankruptcy Institute.
Professor Barros also practiced in the New York office of Debevoise & Plimpton, and was a law clerk to the Honorable Milton Pollack of the United States District Court for the Southern District of New York. He is also a committee member of the Money In Your Pocket campaign that coordinates VITA sites in the greater Harrisburg area. Schmutz Corporate and Business Law Institute Fellowship Award.  The Fellowship includes a scholarship and is awarded each year to a current law student who is either (a) a member of the the Delaware Journal of Corporate Law, or (b) enrolled in the Business Organizations Law Certificate Program. Department of Commerce, advised foreign governments in technology, telecommunications, and intellectual property-related developmental projects. She has also testified before the Pennsylvania Legislature about Chapter 9 as a tool for resolving municipal financial distress. During the 2007-08 school year, Professor Barros was a Visiting Associate Professor of Law at Catholic University’s Columbus School of Law. His research focuses on property law and theory, property law reform, and takings. She completed her primary law degree at the University of Washington School of Law, holds an LL.M.
Professor Cole’s research and teaching interests reflect his practice experience in white-collar criminal defense, securities regulation law, and government investigations and prosecutions.


Allen appointed Professor Conaway Master pro hac vice for the Court of Chancery, and she remained in that role until 1992.  Professor Conaway also serves as a faculty advisor to the Delaware Journal of Corporate Law. Professor Cole researches the attorney-client privilege and the work product doctrine, government regulation of business entities, and legislative practice and procedure. During her legal studies at the University of Washington, she served as the Comparative Federalism Program Fellow to the Institut d’Etudes europeennes at the Universite libre de Bruxelles in Belgium and was a stagiaire at Van Bael & Bellis, an EU competition, trade and regulatory law firm. His most recent publications have focused on constitutional and common law privileges, and the government’s ability to overcome those privileges and compel disclosure of information from private individuals and business entities.
She teaches and writes in the areas of federal taxation, comparative international taxation, and international trade law. Professor Cole has also served as the co-director of the Dickinson Law School Semester in Washington, D.C.
Louis University Public Law Review, and received the Mel Friedman Fellowship for Outstanding Expertise in Property Law. Legislation addressing the issues in this opinion is expected to be considered in the Delaware Legislature during its 2015 session that ends in June.The plaintiff in this case is a Delaware non-stock membership corporation. The bylaws, to which members agreed to be bound, were allowed to be amended from time to time and include a provision that requires members who unsuccessfully sue the corporation to pay reasonable attorneys’ fees incurred in that litigation. Several of the members sued the corporation and its board in the United States District Court for the District of Delaware alleging both federal antitrust claims and Delaware fiduciary duty claims. The District Court certified those questions to the Delaware Supreme Court.The Delaware Supreme Court observed that DGCL Sections 114 and 109(b) provide that the provisions of the DGCL apply to non-stock corporations and all references to the stockholders of a corporation are deemed to apply to members of a non-stock corporation.
Other general principles that have broad application and should be of interest to most corporate and commercial litigators include the following:Bylaws of a corporation are presumed to be valid. In order to be facially valid, the bylaw must be authorized by the DGCL, be consistent with the Certificate of Incorporation, and must not be otherwise prohibited.
See footnotes 12 to 14.Delaware law allows parties to modify the American Rule by contract to obligate the losing party to pay the attorneys’ fees of the prevailing party.
Corporate bylaws are treated as contracts among shareholders and, therefore, the fee-shifting bylaw is facially valid under Delaware law. It is not necessary for the corporate charter to specifically or implicitly authorize such a provision.Whether or not a particular bylaw is enforceable, however, must be based on the facts and circumstances in a particular matter.
For example, the court referred to several cases where amendments to bylaws were deemed unenforceable based on the principle, well-established in Delaware law, that “inequitable action does not become permissible simply because it is legally possible.” See Schnell v. 1971).Finally, the court found that members joining before the bylaw provision was adopted are still subject to its provisions. The DGCL allows a board to amend or repeal bylaws through its directors and if such an amendment is made, the stockholders will be bound by those bylaw amendments adopted unilaterally by the board.3. 614, 2013 (July 23, 2014).This Delaware Supreme Court en banc opinion requires Wal-Mart to produce documents about an alleged bribery scandal involving their Mexican subsidiary. A similar analysis was applied to documents otherwise protected by the work-product doctrine.4. When a stockholder sues a director alleging breach of fiduciary duty in connection with a decision that is subject to enhanced scrutiny, the burden of proof shifts to the defendant directors to satisfy its requirements. However, when the plaintiffs are alleging an aiding and abetting claim, the burden remains with the plaintiffs.The presence of an exculpatory provision does not eliminate the underlying duty of care or the potential for fiduciaries to breach that duty. Directors whose actions fail to pass muster under the applicable standard of review have breached their fiduciary duties, even though they are not liable for damages when exculpation applies under 8 Del. That exculpation protection, however, does not apply to those who are liable for aiding and abetting a breach of fiduciary duty.



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