Chancery Court Dismisses Direct and Derivative Claims Against Company in Bankruptcy
Thornton, et al. v. Bernard Technologies, Inc., (Del. Ch., C.A. No. 962-VCN, February 20, 2009), read opinion here. Kevin Brady, a highly respected Delaware litigator, prepared the following review of this case. In this Chancery Court decision, Vice Chancellor Noble granted defendants’ … Continue reading
Chancery Court Orders Restitution to Victim Under Uniform Fraudulent Transfer Act
August v. August, (Del. Ch., C.A. No. 3180-VCS, February 20, 2009). Kevin Brady, a highly respected Delaware litigator, prepared the following review of the case. In a bankruptcy and creditors’ rights case with a fact pattern that is more likely to resemble an … Continue reading
Chancery Decides “Dueling” Motions to Compel in Rohm and Haas v. Dow Chemical Suit
Rohm and Haas Co. v. The Dow Chemical Co., (Del. Ch., Feb. 26, 2009), read opinion here. This is the latest in a series of pre-trial rulings on discovery disputes in this expedited matter. For prior rulings in this case highlighted … Continue reading
Chancery Rejects Claims for Books and Records Per Section 220, For Lack of Proper Purpose
Beiser v. PMC-Sierra, Inc., (Del. Ch., Feb. 26, 2009), read opinion here. This Chancery Court opinion rejected a claim under DGCL Section 220 for books and records of a corporation based on the court’s finding that the "proper purpose" for … Continue reading
Chancery Examines Reasonableness of Fees Awarded
In Lillis v. AT & T Corp., (Del. Ch., Feb. 25, 2009), read letter decision here, the Chancery Court reviewed a dispute about the reasonableness of fees that were awarded in an advancement claim as well as related litigation. There have been several Delaware … Continue reading
Chancery Court Dismisses Shareholder Claims Against Citigroup for Failure to Monitor Subprime Risks But Allows Waste Claim for CEO Pay
In Re Citigroup Inc. Shareholder Derivative Litigation, (Del. Ch., Feb. 24, 2009), read opinion here. This Delaware Chancery Court opinion should be of widespread interest because it is the first detailed analysis of potential liability of directors under Delaware law … Continue reading
Amendments to Chancery Court Rules
The Delaware Chancery Court, by Order available here, has amended Chancery Court Rules 3(aa) and 15(c), effective March 2, 2009. The text of the Order is so short, I will repeat it verbatim: This 31st day of December, 2008, IT … Continue reading
Delaware Chancery Court Appoints Custodian for Deadlocked Corporation
Miller v. Miller, 2009 Del. Ch. LEXIS 16 (Feb. 10, 2009)(revised Feb. 17, 2009). This Delaware Chancery Court opinion appointed a custodian (for a limited time and with limited authority), for a corporation owned 50/50 by two brothers. The appointment was pursuant to … Continue reading
Chancery Court Appoints Liquidating Trustee for Deadlocked LLC
Spellman v. Katz, (Del Ch., Feb. 6, 2009), read opinion here. This Delaware Chancery Court opinion involved the appointment of a liquidating trustee to wind-up the LLC where the two 50/50 owners were deadlocked and their Operating Agreement already provided for … Continue reading
Chancery Court Denies Requested Protective Order in Rohm and Haas v. Dow Chemical Litigation
Rohm and Haas Co. v. The Dow Chemical Co., (Del. Ch., Feb. 19, 2009), read letter decision here. The Chancery Court denied a Motion for Protective Order filed by proposed third-party deponents in this procedural ruling. Dow sought to depose several … Continue reading
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