April 2009

Nemec v. Shrader, No. 3878-CC, and Wittkemper v. Shrader, No. 3934-CC (consolidated cases)(Del. Ch., April 30, 2009), read opinion here.

The factual basis of this Chancery Court decision involves shareholders who had signed agreements that governed the redemption of their shares. They filed suit when their company had redeemed their shares shortly prior to the corporation

Ivize of Milwaukee, LLC v. Compex Litigation Support LLC, and  Ivize of Kansas City, LLC v. Compex Litigation Support LLC, No. 3158-VCL and 3406-VCL (consolidated)(Del. Ch., April 27, 2009), read opinion here.

This Delaware Chancery Court case arises out of the unhappy purchase of a litigation support company. The buyer discovered after the closing that

Tooley v. AXA Financial, Inc., et al., No. 18414-CC (Del. Ch., April 29, 2009), read opinion here .

Kevin Brady, a highly respected Delaware litigator, provides us with the benefit of his following analysis of this recent ruling.

In this Chancery Court decision, Chancellor Chandler denied (but just barely) defendants’ motion to dismiss for failure

In Re Appraisal of Metromedia International Group, No.3351-CC (Del. Ch., April 28, 2009), read letter decision here.

Kevin Brady, a highly respected Delaware litigator, provides us with the benefit of his following review of this Delaware Chancery Court case:

Chancellor Chandler granted Petitioner’s Motion for Reconsideration of the Court’s April 16, 2009 post-trial appraisal decision

Mitsubishi Power Systems Americas, Inc. v. Babcock & Brown Infrastructure Group US, LLC, et al.,(April 24, 2009), read revised letter decision here.  The  Chancery Court heard a motion for temporary restraining order on April 22, 2009 by telephone conference, and issued this written decision on Friday, April 24, 2009. (The letter opinion was issued that day, and revised over the weekend).

 For those who carelessly repeat the rumor that Delaware corporate law is "pro-management" and for those who argue that the recent change in the North Dakota corporate statute offers a superior governance model for shareholders in public companies, Professor Bainbridge has written an article that provides a more nuanced and scholarly analysis. His article was excerpted

The Harvard Law School Corporate Governance Blog here has a summary and discussion by Joseph McLaughlin from Simpson Thacher & Bartlett LLP, of a recent decision that addresses whether a misrepresentation or omission by one officer or director in an application for D & O coverage, can serve as a basis to exclude coverage for an "innocent" director who did not

Bank of America v. Steel Partners II (Offshore) Ltd. ; and  Archstone Partners, L.P. v. Lichtenstein , (consolidated cases), Del. Ch., (April 21, 2009), read opinion here.

This Delaware Chancery Court letter ruling involved several actions that were filed to enjoin a proposed restructuring transaction. The court granted a Motion to Consolidate pursuant to Chancery Court Rule 42, based