Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
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’ motion to dismiss a direct and derivative action brought in December 2004…
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 episode of “CSI” or “24,” Vice Chancellor Strine, in a 37-page post-trial opinion…
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 on this blog, see here.
This letter decision involved three discovery issues. A…
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 such a demand was not satisfied. The reasoning was that this suit was an…
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 opinions involving these parties in this long running case, which have been highlighted…
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 for claims relating to a company suffering major losses resulting from substantial exposure…
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 IS HEREBY ORDERED that Court of Chancery Rule 3(aa) is amended by deleting the
…
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 Section 226 of the Delaware General Corporation Law (DGCL).…
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 dissolution.
The same vice chancellor issued a decision a few days later involving…
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 members of the Haas family who were also trustees of the trust that is…