Key Delaware Corporate and Commercial Decisions in 2010
Introduction This is the sixth year that we are providing an annual review of key Delaware corporate and commercial decisions. Links to the prior five annual reviews are in the right margin. During 2010, Kevin Brady and I reviewed approximately … Continue reading
Supreme Court Addresses “Fair Price” and “Fair Value” in Appraisal Proceedings; Declines to Adopt Bright Line Rules for Appraisal Proceedings
In affirming the Court of Chancery’s finding of fair value in an appraisal proceeding, the Delaware Supreme Court in Golden Telecom, Inc. v. Global GT LP, declined to adopt two bright line rules urged by the parties on appeal. Slip … Continue reading
Happy New Year
Thanks to Kevin LaCroix of The D & O Diary, we present to our readers an inspirational way to bring in the New Year. After Kevin’s scholarly discussion of the New York Attorney General’s complaint against Ernst and Young, here, he provides an uplifting YouTube video/audio … Continue reading
Chancery Clarifies Nonexclusive Nature of Advancement Right and Distinguishes Indemnification
In Katzman v. Comprehensive Care Corp., C.A. No. 5892-VCL (Del. Ch. Dec. 28, 2010), read transcript here, the Delaware Court of Chancery issued a transcript ruling that provides many helpful citations that serve as a primer not only on the important distinction … Continue reading
Delaware Supreme Court Affirms Chancery on Claims Related to Auditor Malpractice
Teachers’ Retirement System of Louisiana v. General Re Corporation, et al., No. 451, 2009 (Del. Supr., Dec. 29, 2010), read Order here. The Delaware Supreme Court in a one-paragraph Order affirmed the Court of Chancery’s dismissal of claims, which were based on … Continue reading
Why Martin Lipton Invented the Poison Pill
Courtesy of The Wall Street Journal’s Law Blog here, comes an interview with Marty Lipton, who explains why he invented the poison pill, also called a shareholder rights plan. There have been several decisions in Delaware over the past few months that … Continue reading
Chancery Allows Claims for Fraudulent Inducement and Unjust Enrichment but Not Implied Covenant of Good Faith
Narrowstep, Inc. v. Onstream Media Corporation, C.A. No. 5114-VCP (Del. Ch. Dec. 22, 2010), read 45-page opinion here. Issue Addressed The Court of Chancery in this 45-page opinion granted a motion to dismiss a claim that was asserted based on the … Continue reading
Chancellor Chandler Interviewed
The Delaware Court of Chancery’s Chancellor William B. Chandler III was interviewed on the NACD’s Directorship site here. For anyone interested in gaining insights into the Court’s top judicial officer as well as internal aspects of the Court itself, this interview is … Continue reading
Happy Holidays
Merry Christmas to all of you who celebrate it. To others, I hope you have the day off tomorrow. To everyone, thanks for reading the blog.
Court of Chancery Rejects Mootness Argument in Airgas Case; Allows Discovery to Supplement Trial Record and Orders Evidentiary Hearing
In Air Products & Chemicals, Inc. v. Airgas, Inc., et al., C. A. 5249-CC (Del. Ch. Dec. 23, 2010), read letter ruling here, Chancellor Chandler issued a letter ruling today rejecting Airgas’s argument that the issues that were already tried … Continue reading
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