Chancery Requires Apollo-backed Hexion to Fulfill Its Contractual Duty to Buy Hunstman Despite Material Adverse Effect Clause
In Hexion Specialty Chemicals, Inc. v. Huntsman Corp., (Del. Ch., Sept. 29, 2008), read opinion here, the Delaware Chancery Court rejected the arguments of Hexion, which is 92% owned by private equity group Apollo, that it should be relieved of … Continue reading
Chancery Denies Dissolution Request Per Section 18-802 of the Delaware LLC Act and Per DGCL Section 226(a)(3)
In Re Seneca Investments LLC, 2008 WL 4329230 (Del. Ch., Sept. 23, 2008), read opinion here. The Chancery Court in this opinion, on a motion for judgment on the pleadings under Rule 12(c), "puts meat on the bones" of Section 18-802 … Continue reading
Partnership Law Clashes with Politically Incorrect Views
Here is a thought-provoking post by Professor Bainbridge about the partnership law issues that were raised when a partner at the Orrick firm had the audacity to exercise his personal views which apparently were too politically incorrect for one of his … Continue reading
Chancery Court Reforms Terms of a Control Transaction In Loral Space and Communications Matter, Based on Breach of Fiduciary Duties
The Delaware Chancery Court, in the case of In Re Loral Space and Communications Inc. Consolidated Litigation, 2008 WL 4293781 (Del. Ch., Sept. 19, 2008), read opinion here, provides a reminder that the Delaware courts do not hesitate to uphold fiduciary … Continue reading
Bankruptcy Court in Delaware Rejects Claim for Advancement Under Delaware Law After Claim Removed to Federal Court
Street v. The End of The Road Trust, et al., (D. Del., Bankr., Sept. 17, 2008), read opinion here. Thanks to Delaware lawyer David Finger for bringing this decision to my attention. A quote from the court’s opinion highlighted the issues addressed: There are … Continue reading
Member of Chancery Court Pens New Article on Delaware Corporate Law v. Federal Law
The current issue of The Business Lawyer arrived in the mail today and with it the most recent article published by a member of the prolific Delaware Chancery Court. The citation to the article is: Leo E. Strine, Jr., Breaking the Corporate Governance … Continue reading
Supreme Court Accepts Interlocutory Appeal in Ryan Case
In Lyondell Chemical Co. v. Ryan, (Del., Sept. 15, 2008), read Order here, the Delaware Supreme Court accepted an interlocutory appeal pursuant to Supreme Court Rule 42, despite the Chancery Court’s denial of the same request presented to it in the first … Continue reading
New Rule of Evidence 502 Addresses Attorney/Client Privilege; Work-Product and Waiver
Courtesy of Mark Herrmann on his Drug and Device Law blog, here is an excellent summary and commentary on the new Federal Rule of Evidence 502 that was signed into law by the President a few days ago, and even … Continue reading
Chancery Denies Summary Judgment on Claim of Breach of Good Faith and Fair Dealing Due To Factual Issue Regarding Missed Deadline
In Amirsaleh v. Board of Trade of New York City, Inc., 2008 WL 4182998 (Del. Ch., Sept. 11, 2008), the Chancery Court explored the contours and the content of the implied duty of good faith and fair dealing that is imposed … Continue reading
Chancery Stays Dissolution Action Pending Superior Court Damages Case
In the case of In Re TGM Enterprises, LLC , 2008 WL 4261035 (Del.Ch., Sept. 12, 2008), the Chancery Court stayed a case before it seeking dissolution of an LLC in favor of a later-filed suit in Delaware Superior Court that sought money … Continue reading
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