Chancery Rejects Claims of Promissory Estoppel and Oral Modification of Agreement
In Tunney v. Hilliard, 2008 WL 3975620 (Del.Ch., Aug. 20, 2008), the Delaware Chancery Court rejected arguments that a shareholder’s agreement between 50/50 shareholders was orally modified. It also rejected claims of unjust enrichment and promissory estoppel. The factual background … Continue reading
Governor Palin and Delaware Corporate Law
Prof. Larry Ribstein, a nationally prominent expert on LLCs and other alternative entities, writes here about the announcement yesterday of Gov. Sarah Palin to be the VP running mate for Sen. McCain. This is a blog whose primary focus is Delaware corporate law and … Continue reading
Impact on Delaware of an Obama-Biden Ticket
Professor Stephen Bainbridge, a nationally prominent corporate law expert, muses about the impact on Delaware corporate law of an Obama-Biden ticket, here. He includes links to commentary by other legal scholars. In addition, he was kind enough to link to … Continue reading
Attorneys’ Fees Imposed for Naming Wrong Party to Suit
In Citizens Bank v. Design-A-Drape, Inc., Del. Super., (July 30, 2008), read opinion here, the Delaware Superior Court imposed attorneys’ fees as a penalty for naming a co-defendant as a party for whom there was no (apparent) good faith basis to join … Continue reading
Void or Voidable Stock Under Delaware Law
Seth B. Tillman and C. Stephen Biglar are the authors of: "Void or Voidable? – Curing Defects in Stock Issuances Under Delaware Law, available on SSRN here. A partial quote from the abstract summarizing the article follows: It is not unusual … Continue reading
Chancery Orders Production of Investment Banker’s Documents Despite Work Product Doctrine
In Hexion Specialty Chemicals, Inc. v. Hunstman Corp., 2008 WL 3878339 (Del. Ch., Aug. 22, 2008), the Chancery Court engages in a thorough discussion of the availability of the protection in Chancery Court Rule 26(b)(4)(B), often referred to as the … Continue reading
Delaware Corporate Litigation and Sen. (VP?) Joe Biden
This blog is not intended to be overtly political in nature, but U.S. Senator Joe Biden has had a profound and lasting impact on Delaware business litigation at least via his role in the selection of members of the local U.S. District … Continue reading
Chancery Court Champions Contractual Flexibility of LLC Act and Allows Waiver of Member’s Right to Seek Dissolution
In R & R Capital, LLC v. Buck & Doe Run Valley Farms, LLC, 2008 WL 3846318 (Del.Ch., Aug. 19, 2008), read opinion here, the Delaware Chancery Court provides a detailed and expansive public policy analysis as well as extensive legal … Continue reading
Chancery Court Disqualifies Counsel Due to Litigation Conduct Involving Privileged Documents and Witness Interviews; and Addresses Standing to Allege Ethical Violations
In Postorivo v. AG Paintball Holdings, Inc., 2008 WL 3876199 (Del. Ch., Aug. 20, 2008), read opinion here, the Chancery Court disqualified from the case (i.e., colloquially, kicked off the case) certain lawyers of the defense team due to their litigation conduct which also … Continue reading
Clawback Provision Honored to Avoid Waiver of Inadvertently Produced Privileged Email
In Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 2008 WL 3522445 (Del. Ch., Aug. 12, 2008), the Chancery Court denied a motion to compel an inadvertently produced communication that was an attorney/client communication. Importantly, the parties had signed a stipulated Confidentiality Order that … Continue reading
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