July 2012

These guidelines for collaboration between Delaware counsel and non-Delaware lawyers were prepared by Francis G.X. Pileggi and Kevin F. Brady. 

This is a compilation of selected key Delaware court decisions, rules, and customs to guide Delaware attorneys serving as “Delaware Counsel” (or “local counsel”), and out-of-state attorneys admitted to practice in Delaware pro hac vice

Among the important recent Delaware corporate and commercial decisions highlighted on these pages over the last few months, we compiled a few at the following links:  

Supreme Court Affirms Decision to Delay Hostile Offer Based on Violation of Confidentiality Agreement 

Court Awards $3.2 Million in Attorneys’ Fees in Contract Dispute

No Fiduciary Duty, Per Se,

David v. Human Genome Sciences, Inc., C. A. No. 12-965-SLR (D. Del.) (July 26, 2012).

Issue Presented:

Did the plaintiffs, security holders of defendant Human Genome Sciences, Inc. (“HGSI”), meet their burden of proof for injunctive relief in order for investors in HGSI to have more time to consider whether to tender their

WaveDivision Holdings LLC v. Highland Capital Management, L.P., et al., No. 649,2011 (Del. Supr., July 19, 2012). 

Issue Presented:

Whether the Superior Court properly granted summary judgment in favor of defendant note holders and senior lenders on the issue of whether defendants tortiously interfered with plaintiff WaveDivision Holdings’ contract with third-party Millennium Digital

Professor Stephen Bainbridge, frequently cited by the Delaware courts for his corporate scholarship, and a friend of this blog, recently published an article on the doctrine based on the Delaware Supreme Court decision in Revlon that addresses the duties of directors when a corporation is “for sale” and related nuances. The good professor’s article, now

Martin Marietta Materials, Inc. v. Vulcan Materials Co., No. 254, 2012 (Del. Supr., July 12, 2012). Our blurb about the Supreme Court’s Order of May 31, 2012 in this case is available here. Highlights of the 138-page Court of Chancery opinion on these pages is available here.

Issue Presented

Whether a violation of a confidentiality