KFC National Council and Advertising Cooperative, Inc. v. KFC Corp., C.A. No 5191- VCS (Del. Ch. Jan. 31, 2011), read 65-page opinion here. The Court of Chancery agreed with the arguments of the franchisees in their interpretation of a corporate charter that impacted a dispute over who controlled advertising and marketing strategy for the
January 2011
Delaware Supreme Court Clarifies Section 220 Requirements
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
King v.VeriFone Holdings, Inc., Del. Supr., No. 330, 2010 (Jan. 28, 2011), read opinion here, is a Delaware Supreme Court decision that provides added clarity to practitioners regarding the "proper purpose" and related prerequisites that a shareholder must satisfy in order to successfully seek books and records under DGCL Section 220. This ruling reversed a Chancery…
Court of Chancery Rejects Airgas’s Motion in Limine to Exclude Expert Testimony
By Francis Pileggi on
Posted in Court of Chancery Updates
On January 24, 2011, the Court of Chancery in Air Products & Chemicals, Inc. v. Airgas, Inc., et al. C. A. No. 5249-CC, issued a written decision explaining its January 21, 2011 oral ruling denying Airgas’s motion to exclude the testimony of Air Products’ expert witness, Joseph J. Morrow, at the supplemental evidentiary hearing. Read…
Federal Court Finds Health Care Law Unconstitutional
By Francis Pileggi on
Posted in Other Court Decisions
U.S. v. Florida, (N.D. Fl., Jan. 31, 2011), read opinion here. Though this decision may appear far afield from the usual business litigation fare of this blog, because this federal decision declaring unconstitutional the federal health care law passed last year is of such far-reaching impact on businesses (and individuals), and because it has some…
Jurisdictional Competition
By Francis Pileggi on
Posted in Commentary
Professor Larry Ribstein has added to his extensive scholarship on jurisdictional competition, in which Delaware’s role is prominently featured, with an article linked as part of his descriptive post here. The abstract follows:
Most of the work on jurisdictional competition for business associations has focused on publicly held corporations and the factors that have led…
Deposition Practice in Delaware
By Francis Pileggi on
Posted in Commentary
Depositions in Delaware are subject to rules of practice and procedure that are materially different in form and substance to what I have observed in many other states. Both the Delaware Chancery Court and the Delaware Supreme Court enforce the rules relating to deposition practice and take it very seriously.
In a seminar last week,…
Chancery Orders Prompt Trial on Books and Records Case
By Francis Pileggi on
Posted in Court of Chancery Updates
Lavi v. Wideawake Deathrow Entertainment LLC, C.A. No. 5779-VCS (Del. Ch. Jan. 18, 2011), read letter ruling here.
Issue Addressed
The issue decided by the Court of Chancery in this books and records action under Section 18-305 of the Delaware Limited Liability Company Act was whether a motion to dismiss the complaint should be granted…
Chancery Allows Claim to Enforce “Agreement to Negotiate in Good Faith”
By Francis Pileggi on
Posted in Court of Chancery Updates
Great-West Investors LP v. Thomas H. Lee Partners, L.P., C.A. No. 5508-VCN (Del. Ch. Jan. 14, 2011), read opinion here.
Issue Addressed
This 37-page decision from the Delaware Court of Chancery addresses multiple contract interpretation issues between two sophisticated parties. The most memorable issue addressed in the decision – – and one that’s less commonly…
Court in Air Products Case Addresses Motion to Compel and Motion in Limine
By Francis Pileggi on
Posted in Court of Chancery Updates
In Air Products & Chemicals, Inc. v. Airgas, Inc., et al., Del. Ch., C. A. No. 5249-CC, read letter ruling here, the Court of Chancery on January 20, 2011 addressed: (i) Air Products’ motion to compel Airgas’s compliance with the Court’s July 13, 2010 Amended Order Governing the Protection and Exchange of Confidential…
Chancery Applies Twombly Standard in Motion to Dismiss and Addresses Integration Clauses
By Francis Pileggi on
Posted in Court of Chancery Updates
Microstrategy, Inc. v. Acacia Research Corp., C.A. No. 5735-VCP (Del. Ch. Dec. 30, 2010).
Issues Addressed
This 52-page decision by the Delaware Court of Chancery addressed competing claims regarding breach of a Settlement Agreement. The Court granted in part and denied in part Motions to Dismiss. In particular, the Court dismissed the breach of…