Chancery Dismisses Fiduciary and Unjust Enrichment Claims Based on Terms of Contract
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 … Continue reading
Chancery Awards $1 as Nominal Damages for Breach of Contract; No “Knowledge-Qualifier” for Representation Clause
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 … Continue reading
Chancery Court Denies (Barely) Motion to Dismiss for Failure to Prosecute But Imposes Penalty on Plaintiff’s Counsel
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 … Continue reading
Chancery Court Grants Limited Reargument of Metromedia Appraisal Decision
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 … Continue reading
Chancery Court Orders Company to Hold Shareholders Meeting per DGCL Section 211
Opportunity Partners, L.P. v. Transtech Service Partners, Inc., No. 4340-VCP (Del. Ch., April 14, 2009), read opinion here. This Chancery Court decision granted a petition pursuant to Section 211 of the DGCL to compel a shareholders meeting that had not been held … Continue reading
Chancery Grants Creditor a TRO to Bar Fraudulent Transfers of Debtor
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, … Continue reading
Professor Bainbridge on: North Dakota v. Delaware
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 … Continue reading
D & O Coverage Exclusions
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, … Continue reading
Chancery Court Dismisses Derivative Complaint Pending Report of Special Committee
FLI Deep Marine, LLC v. McKim, No. 4138-VCS (Del. Ch. March 24, 2009), read opinion here. This Chancery Court decision explains the importance of determining whether or not pre-suit demand is appropriate prior to filing a derivative suit. In this case, … Continue reading
Chancery Consolidates Related Actions Pursuant to Rule 42
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 … Continue reading
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