Michael B. Gonen

Nov 27, 2024 | blogs.duanemorris.com | Michael B. Gonen

Delaware corporations’ internal organization and structure comes from the Delaware General Corporate Law (“DGCL”), along with the corporation’s charter and bylaws. That internal governance structure can be supplemented by external contracts whose rules bind the parties to those agreements.

Aug 13, 2024 | mondaq.com | Michael B. Gonen

One of the hallmarks of contract law is that it is not fault-based. A court, and especially a 'contractarian' Delaware court, only looks at whether a party performed the duties the contract imposes, not why. If parties want to be able to excuse performance for the 'right' reasons, or to trigger extra protections against breach for the 'wrong' reasons – that is, if they want to depart from the default no-fault analysis – then they need to write those reasons into the contract language itself.

Aug 9, 2024 | blogs.duanemorris.com | Michael B. Gonen

One of the hallmarks of contract law is that it is not fault-based. A court, and especially a ‘contractarian’ Delaware court, only looks at whether a party performed the duties the contract imposes, not why. If parties want to be able to excuse performance for the ‘right’ reasons, or to trigger extra protections against breach for the ‘wrong’ reasons – that is, if they want to depart from the default no-fault analysis – then they need to write those reasons into the contract language itself.

Jul 22, 2024 | mondaq.com | Michael B. Gonen

Last week, the Delaware Supreme Court handed down a decision in Kellner v. AIM Immunotech, Inc., partially reversing a decision from the Court of Chancery this past December. The opinion gives color to an important topic in Delaware corporate law: when a corporate board adopts bylaws into the corporation's constitutive contract which are valid in the abstract, but does so in an inequitable manner, how should a court remedy the unfairness?

Jul 19, 2024 | blogs.duanemorris.com | Michael B. Gonen

Last week, the Delaware Supreme Court handed down a decision in Kellner v. AIM  Immunotech, Inc., partially reversing a decision from the Court of Chancery this past December. The opinion gives color to an important topic in Delaware corporate law: when a corporate board adopts bylaws into the corporation’s constitutive contract which are valid in the abstract, but does so in an inequitable manner, how should a court remedy the unfairness?