Happy New Year
Best wishes to all my loyal readers for a happy and healthy New Year! The last year gave me much to be thankful for, and I hope 2009 is a great one for all of you (and for me).
Chancery Court Rules in Favor of Bank of New York Mellon Regarding Realogy Corporation Refinancing
The Bank of New York Mellon v. Realogy Corp., (Del. Ch., Dec. 18, 2008), read opinion here. This Chancery Court decision in favor of The Bank of New York Mellon ("BNYM"), involved contract interpretation of various documents in connection with an attempt … Continue reading
The Madoff Litigation Update
Kevin LaCroix of The D & O Diary provides a very useful update of the lawsuits that have been filed to date involving the Bernie Madoff ponzi scheme that is estimated to have caused billions of dollars in losses. The defendants include "feeder firms" … Continue reading
Chancery Court Rules on Business Break-up Issues and Decides Oral Resignation of Director is Effective
In General Video Corp. v. Kertesz, et al., 2008 Del Ch. LEXIS 181 (Dec. 17, 2008), read opinion here, the Delaware Chancery Court addresses in a 76-page decision, issues of practical importance to anyone interested in the sundry dilemmas that always arise in connection with the "break-up" … Continue reading
Chancery Distinguishes Between Promise and Condition in Contract to Deny Indemnification Claim
In TravelCenters of America LLC v. Brog, (Del. Ch., Dec. 5, 2008), read opinion here, the Chancery Court denied a claim for indemnification based on the argument that the provisions of the parties’ LLC agreement were breached. The Court reached this conclusion notwithstanding its reasoning in … Continue reading
Fiduciary Duty Claims Survive Motion to Dismiss, But Not Disclosure Claims
Brinckerhoff v. Texas Eastern Products Pipeline Company, LLC , (Del. Ch., Nov. 25, 2008), read opinion here. In this decision, the Chancery Court denied a motion to dismiss based on Rule 12(b)(6), in connection with a fiduciary duty claim against certain directors. The … Continue reading
Chancery Distinguishes Contract-Based and Common Law-Based Fiduciary Duty Voluntarily Assumed
In re: Cencom Cable Income Partners, L.P. Litigation, (Del. Ch., Nov. 26, 2008), read opinion here. This Chancery Court decision denied in part and granted in part Defendants’ motions for summary judgment involving issues of fiduciary duty and candor. (see … Continue reading
Chancery Interprets LLC Agreement that Modifes Fiduciary Duties
Kahn v. Portnoy, (Del. Ch., Dec. 11, 2008), read opinion here. This Chancery Court opinion deals with the important concept of the ability to modify fiduciary duties in an LLC agreement. In this derivative case involving an LLC, the LLC agreement’s … Continue reading
Chancery Rules on Duties of Trustee
In Gilmore v. Gilmore, (Del. Ch., Dec. 3, 2008), read opinion here, the Delaware Chancery Court, in a short letter decision, addresses the fiduciary duties of the trustee of a trust. As an historic note, it is these same fiduciary duties … Continue reading
Delaware Supreme Court Polices Trial Practices of Prosecutors
Hardy v. State, (Del. Supr., Dec. 9, 2008), read opinion here. Why, one might ask, is a criminal decision on this business litigation blog? This decision is relevant to this blog to the extent it demonstrates how the Delaware Supreme Court polices, on … Continue reading
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