Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
In the case of In re Coca-Cola Enterprises, Inc. Shareholder Litigation, 2007 WL 3122370 (Del. Ch., Oct. 17, 2007), read opinion here, the Chancery Court’s opening lines in its decision are destined to be cited often (and from whence the title of this post is borrowed). Here is how the court began the opinion:
"While
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Kevin LaCroix posts here on The D & O Diary a list he prepared of stock option lawsuits, such as those claiming backdating, that have been settled, dismissed and the like over the recent past. This is a very useful, unparalleled compilation and analysis, and must reading for anyone interested in this area.
Prof. Larry Ribstein posts here about a dispute between the founder of Facebook and the founders of another start-up, and the procedural entanglements that arose in the lawsuit that was filed in federal court in Massachusetts, against the backdrop of the failure at the time of formation of the Delaware LLC to have any formally appointed members and the absence…
Courtesy of Professor Bainbridge, here is a short overview of an article by Professor Lawrence Mitchell devoted to a seminal case involving fiduciary duties, Meinhard v. Salmon. Professor Bainbridge describes it as a "must read" for anyone interested in the law of business associations. Here is an excerpt indicative of the article’s parsing of the language…
Here is a story that appeared today on Law.com about the cascading problems that arise from a company not having their "electronic discovery house in order". We have written before on this blog about many aspects of e-discovery, including the case referenced here and here which was the genesis of the latest problem for Morgan Stanley.…
Orner v. Country Grove Investment Group, Inc., 2007 WL 3051152 (Del. Ch., Oct. 12, 2007), read opinion here. I just received this opinion today and although I will not spend much time on it because it applies the substantive law of Maryland, there is very practical "advice" in this opinion about Chancery Court procedures that…
Courtesy of the Legal Theory blog comes a link to an article by prominent Delaware corporate law expert Frank Balotti. Here is the whole post:
R. Franklin Balotti & Seth Barrett Tillman have posted Gazing into the Crystal Ball of Future Developments in Delaware Corporate Law: What If the Past is Not Prologue? on SSRN.
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Here is a post from The Wall Street Journal Law Blog, with a link to the transcript of proceedings yesterday in the expedited SLM Corporation (Sallie Mae) v. J.C. Flowers L.P., litigation, describing how the Chancery Court prohibited reporters from leaving the courtroom after what may have been a "market moving" admission during a hearing.
In CBOT Holdings, Inc. v. Chicago Board Options Exchange, Inc., 2007 WL 3051155 (Del. Ch., Oct. 10, 2007), read letter decision here, the Chancery Court denied a motion for a third amended complaint (or more accurately deferred it), in order to avoid a two-step procedure in light of the recent decision to stay the proceedings…
In the case of In Re Chaparrel Resources Inc. Shareholders Litigation, 2007 WL 2998967 (Del. Ch., Oct. 11, 2007), read opinion here, the Chancery Court provides instruction on the perils of using the same firm for both a non-testifying consultant and an expert who will testify at trial–without a clear dividing wall being established…