Importance of Independent Special Committee in Freezeout Merger
Professor Bainbridge discusses Vice Chancellor Lamb’s recent decision in Gesoff v. IIC Industries, summarized here, where the importance of the independence of a special committee was discussed in the context of a freezeout merger between a parent and sub. A … Continue reading
Congratulations to Judge Kent Jordan
I join with Gordon Smith in congratulating Judge Kent Jordan, currently of the U.S. District Court for the District of Delaware, on the announcement that he was nominated for a seat on the U.S. Court of Appeals for the Third … Continue reading
Equitable Fraud Found But No Fiduciary Relationship and No Commercial Frustration of Contract
In Wal-Mart Stores, Inc. v. AIG Life Insurance Company, download file, the Delaware Supreme Court addressed claims that have now been reviewed twice each by the trial and appellate courts in Delaware. The high court reversed the Chancery Court’s decision … Continue reading
Prosecutors Chided for Discouraging Indemnification
The Wall Street Journal Blog reports on a recent decision by a U.S. District Court judge who ruled that prosecutors violated both the rights to due process and to a fair trial by “pointing a gun to the head” of … Continue reading
Member of LLC Removed Due To Breach Of Agreement
In Eureka VIII, LLC v. Niagra Falls Holdings, LLC, download file, the Delaware Chancery Court recently ruled that as a remedy for the material breach of the Operating Agreement by a 50% member of an LLC, that member would lose … Continue reading
AIG Case Proceeds
The Wall Street Journal Blog reports that the Delaware Chancery Court refused to dismiss a case against AIG this week. The 2002 lawsuit was “brought by a Lousiana pension fund against Hank Greenberg over alleged improper payments made to the … Continue reading
Business Litigation Committee Newsletter
The Newsletter of the Business and Corporate Litigation Committee of the American Bar Association’s Business Law Section, for which I am the editor, just published its current issue. Here is the link.
E-discovery Issues and Adobe
As I have written on this blog before on several occasions, electronic discovery issues should be of concern to all litigators, including those in Delaware involved in business litigation in Delaware’s Chancery Court and Supreme Court, especially in connection with … Continue reading
Suing the Vatican in Delaware?
The limited focus of this blog is to provide short highlights of corporate and commercial cases primarily from the Delaware Chancery Court and Delaware Supreme Court, with links to the entire text of those business litigation opinions. I also try … Continue reading
Trust Law Competition
Discussing competition among states in the area of trust law has similarities to competition among states in corporate law. Prof. Ribstein posts about a recent article on the topic and observes that: “…The real driver of state legal competition is … Continue reading
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