Interpretation of Liquidation Preference in Charter
In Matthews v. Grove Networks, Inc., download file, the court interprets the terms of a Certificate of Incorporation regarding a claim that the “Liquidation Preference” does not apply to merger proceeds in the event of a merger. The definition of … Continue reading
Fiduciary Duty Owed by Underwriter to Issuer
In Breakaway Solutions, Inc. v. Morgan Stanley & Co., download file , the defendants sought reargument of Vice Chancellor Noble’s opinion and order of August 27, 2004, which denied their Motions to Dismiss. The court’s decision was based on New … Continue reading
Merry Christmas
As a Christmas treat, I will “go off topic” and refer to a little Catholic corporate governance in matters ecclesiatic. The Magisterium of the Catholic Church is colloquially referred to as that which represents the offical teaching and authority of … Continue reading
Shareholder Voting
Business Law Prof Blog posts about a new article by Vice Chancellor Leo Strine in the Harvard Law Review regarding shareholder voting and some suggestions he has, including interfacing between the federal and state regulation on those issues.
The Business Judgment Rule Examined
Steve Bainbridge and Gordon Smith post about the Business Judgment Rule and they cite to articles they have written that discuss the nuances of the duty of care and whether it is a standard of liability or a standard of … Continue reading
Rude Comments Stricken From Brief by Court
Although this blog does not generally report on cases in Delaware’s trial court of general jurisdiction, the Superior Court, which does not have the equitable jurisdiction of our Chancery Court, a recent opinion from that court is especially noteworthy. The … Continue reading
Motion to Disqualify Denied
In Hendry v. Hendry, download file, Vice Chancellor Parsons denied a motion by the defendant to disqualify plaintiff’s counsel in light of a claim that the law firm for the plaintiff had represented the defendant in the past, and thus, … Continue reading
Motion to Expedite Denied
In Oliver Press Partners, LLC v. Decker, download file, the Chancery Court explained in a letter opinion that a 2 week delay in filing a complaint militated against granting a motion to expedite. Plaintiff sought an expedited trial or a … Continue reading
Will Google Replace Martindale-Hubbell for Attorney Searches?
Blog guru Kevin O’Keefe has a post with source links, in which he wonders aloud if Google will replace Martindale-Hubbell as the primary method that most people use to search for lawyers. As a practical matter, one can find out … Continue reading
Origin of Court of Chancery
For a good link to an article on the origin of the Court of Chancery, by former Chancellor William Quillen and Michael Hanrahan, see a post on the blog called Little Caesar’s Daily R and R.
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