South v. Baker, C.A. No. 7294-VCL (Del. Ch. Sept. 25, 2012).
Issues Addressed
: This decision is a candidate for inclusion in the pantheon of iconic Delaware Court of Chancery opinions addressing the following issues: (1) When derivative plaintiffs and their counsel will be presumptively found to provide inadequate representation resulting in the complaint’s
The Delaware Supreme Court heard oral argument last week on the appeal of a decision by the Delaware Court of Chancery that imposed default fiduciary duties on the manager of a Delaware LLC. The caption in the Supreme Court is styled as Gatz Properties v. Auriga Capital Corp. Audio of the oral argument is
Seibold v. Camulos Partners LP, C.A. No. 5176-CS (Del. Ch. Sept. 17, 2012).
Issue Addressed: Did hedge fund breach the limited partnership agreement by not distributing to the departing partner his capital investment?
Short Answer: Yes. In addition, the Court addressed many related claims and issues in connection with the departure of
For those readers who have ever had to take a challenging deposition, I recommend watching clips from the deposition of rap star, Lil Wayne, courtesy of the site Above The Law. The deposing lawyer deserved credit for keeping his cool. A judge apparently was present at the deposition but from the resulting video clips it
Impact Investments Colorado II, LLC v. Impact Holding LLC, C.A. No. 4323-VCP (Del. Ch. Aug. 31, 2012), read opinion here. This 37-page opinion is rather unremarkable to the extent that it does not announce any new law nor does it clarify existing law. Nonetheless, it contains useful discussions of contract interpretation principles as well
Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the convenience of our readers.
Supreme Court Upholds $2 Billion Judgment and $300 Million Fee Award
LP Member Protected from Self-Interested Transaction by Terms
Courtesy of The Wall Street Journal’s Law Blog comes a dissenting opinion from a jurist on the U.S. Court of Appeals for the 11th Circuit who expresses his view on what His Honor refers to as “longish” court opinions. Readers might be interested in his commentary found at the foregoing link.
Delaware Courts have been listed again as number one in the nation in a survey sponsored by the U.S. Chamber of Commerce, for the ninth time in a row. 
The factors by which the states were measured included: judges’ impartiality, timeliness of decisions and judges’ competence. By comparison, the (state) court system in nearby
In the August edition of the ABA’s Business Law Today, the Business Section’s Committee on Director and Officer Liability (under the very capable direction of James Wing of Holland & Knight) has just issued a brief commentary and a checklist for use by corporate counsel who must manage the creation or renewal of an executive
Hospitalists Of Delaware, LLC v. Lutz, C.A. No. 6221-VCP (Aug. 28, 2012).
In this derivative and direct action, the plaintiffs, two judgment creditors of defendant Cubit Medical Practice Solutions, Inc., a dissolved Delaware corporation, accused Cubit’s three directors, its controlling stockholder, and three other entities within the same corporate family of participating in an