Delaware Court of Chancery Imposes Personal Jurisdiction on Singapore Resident Serving as LLC “Manager” per Section 18-109 of LLC Act
PT China LLC v. PT Korea LLC, No. 4456-VCN (Del. Ch., Feb. 26, 2010), read letter decision here. Many thanks to Peter Ladig, one of the Delaware counsel of record in this case, for forwarding this decision to me the same day … Continue reading
Delaware Court of Chancery Awards Fees Based on Prevailing Party Provision
In Global Link Logistics, Inc. v. Olympics Growth Fund, III, L.P., C.A. No. 4444-VCP (Del. Ch., Feb. 24, 2010), read letter decision here, the Court granted plaintiffs’ entire fee request based on a fee-shifting provision. Danielle Blount, an associate in our … Continue reading
Chancery Analyzes Fiduciary Duties of LLC Members and Managers in Merger Context
Kelly v. Blum, No. 4516-VCP (Del. Ch., Feb. 24, 2010), read opinion here. This 49-page opinion of the Delaware Court of Chancery deserves more extensive treatment–that I hope to provide soon, but for the time being, I will highlight a few bullet … Continue reading
Arbitration and the Market for Corporate Law
Professor Larry Ribstein provides a thoughtful discussion here about a recent merger agreement highlighted by Professor Steven Davidoff and the inclusion in that document of an arbitration clause as well as a choice of law clause applying Delaware law–which led to … Continue reading
The Flexibility of Delaware Corporate Law
Professor Steven Davidoff, writing as The Deal Professor, for The New York Times DealBook blog, writes about what he refers to as the "flexibility" of Delaware law in connection with mergers and acquisitions, depending on the structure of the deal … Continue reading
Chancery Imposes Penalties for Misappropriation of Trade Secrets
Agilent Technologies, Inc, v. Kirkland, No. 3512-VCS (Del. Ch. Feb. 18, 2010), read 93-page opinion here.This magnum opus by the Delaware Court of Chancery was initially issued under seal but is now available for your reading pleasure. A longer overview of this … Continue reading
Chancery Rejects Fiduciary Duty Claim Due to No Equitable Jurisdiction
Gelof v. Prickett, Jones & Elliott, P.A., No. 4930-VCS (Del. Ch., Feb. 19, 2010), read letter ruling here. Holding: This letter decision from the Delaware Court of Chancery explains why the claims made in this case were not within its limited jurisdiction. … Continue reading
Delaware Corporate Law and Poison Pills
Professor Bainbridge compiles commentary of others and excerpts from his own scholarship on Delaware corporate law aspects of the poison pill as well as the doctrinal underpinnings of the board’s authority, for example, to reject an unsolicited offer and otherwise control the process … Continue reading
Delaware’s Neighbor: Pennsylvania
As neighboring states, Pennsylvania and Delaware naturally are impacted by what happens in the other’s state. My family has deep roots in PA and so it is fun to observe the interfacing between the two states. It was especially enjoyable to … Continue reading
Court Grants Motion To Compel Discovery From Party’s Wholly-Owned Subsidiary Which Was Not a Party to the Litigation
Dawson, et al. v. Pittco Capital Partners, L.P., et al., No. 3148-CC (Del. Ch.,Feb. 15, 2010), read letter decision here. Kevin Brady, a highly regarded Delaware litigator, provided this synopsis. In a short discovery-related letter opinion, Chancellor Chandler granted plaintiffs’ … Continue reading
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