Chancery Explains Basis for Fiduciary Duty Default Standards Applicable to LLCs
Auriga Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012), read opinion here. What this Case is About and Why it is Important This case establishes a high-water mark in terms of providing the most … Continue reading
Chancery Stays Derivative Action in Favor of Federal Securities Class Action
Brenner v. Albrecht, C.A. No. 6514-VCP (Del. Ch. Jan. 27, 2012), read opinion here. Issue Addressed The issue addressed in this case was whether a derivative action in Delaware should be stayed or allowed to proceed despite a related, pending federal … Continue reading
Delaware Supreme Court Reverses Chancery on Federal Motion to Dismiss Standard
Cambium Ltd. v. Trilantic Capital Partners, No. 363, 2011 (Del. Supr, Jan. 20, 2012), read Order here. This Order of the Delaware Supreme Court applied the recent decision of Delaware’s High Court in the Central Mortgage case in which it clarified that … Continue reading
Chancery Finds Corporate Officers Usurped Corporate Opportunities and Converted Resources in Violation of their Fiduciary Duty of Loyalty
In a post-trial decision, the Court of Chancery in Dweck v. Nasser, C. A. No. 1353-VCL (Jan. 18, 2012), found that Dweck, the former CEO, a director and 30% stockholder in Kids International Corporation (“Kids”), and Kevin Taxin, Kids’ President, … Continue reading
Chancery Grants TRO to Halt Restructuring of Loans Secured by Atlantis Resort and Casino in the Bahamas
Trilogy Portfolio Company, LLC v. Brookfield Real Estate Financial Partners, LLC, C.A. No. 7161-VCP (Del. Ch., Jan. 13, 2012), read opinion here. Issue Addressed Whether the restructuring of a $2.7 billion mortgage loan secured by the Atlantis Resort and Casino … Continue reading
Delaware Court of Chancery Issues Non-Binding Guidelines to Help Lawyers Navigate Their Cases Through The Court More Efficiently
On January 13, 2012, the Court of Chancery issued non-binding guidelines or “best practices” to help lawyers and their parties handle common and sometimes complex procedural issues that arise in litigation before the Delaware Court of Chancery. Kevin F. Brady, … Continue reading
Academic Analysis of M & A Litigation. Is Delaware Losing Market Share?
Professor Steven Davidoff provides scholarly and statistical analysis of M & A litigation in a recently published article, in which he also addresses the issue of whether Delaware is “losing” that type of litigation to other states, and related aspects of this … Continue reading
Chancery Addresses Appraisal of Preferred Shares Based on Terms in Certificate of Incorporation
Shiftan v. Morgan Joseph Holdings, Inc., C.A. No. 6424-CS (Del. Ch. Jan. 13, 2012), read opinion here. Issues Addressed: (i) Whether the Court may consider in an appraisal action a contractually required redemption event in the certificate of incorporation, scheduled … Continue reading
Chancery Disqualifies Class Representative and Requires Disgorgement of Imputed Profits from Trades on Confidential Data Obtained in Litigation
Steinhardt v. Howard-Anderson, C.A. No. 5878-VCL (Del. Ch. Jan. 6, 2012), read opinion here. Issue Addressed This opinion addressed the issue of whether representative plaintiffs in a putative class action should be in sanctioned for trading on the basis of … Continue reading
U.S. Supreme Court Recognizes “Ministerial Exception” as Defense to Discrimination Claims Against Churches
In Hosanna-Tabor v. EEOC (download here), the U.S. Supreme Court yesterday recognized a defense that churches may assert against claims by some employees based on anti-discrimination laws, such as a minister that claims she was discriminated against on an issue that … Continue reading
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