Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
Emerging Growth Fund, L.P. v. Figlus, C.A. No. 7936-VCP (Del. Ch. Mar. 28, 2013).
This Chancery opinion denies a claim for advancement which was made as part of and in the context of a motion for a preliminary injunction to enforce the terms of the parties’ partnership agreement. Applying basic contract interpretation principles, the…
Eluv Holdings (BVI) Ltd v. Dotomi, LLC, C.A. No. 6894-VCP (Del.Ch. Mar. 26, 2013).
This Chancery opinion addresses the claims of a couple who sought to enforce an option for stock in a start-up company. The court explained why the inordinate number of years that transpired before the claim was formally pursued was the…
Horres v. Chick-fil-A, Inc., C.A. No. 5530-VCL (Del. Ch. Mar. 27, 2013).
Why this case is noteworthy. This letter ruling is the first decision that interprets the new Court of Chancery Rule 5.1 that became effective on Jan. 1, 2013 and governs those documents that the Court will maintain as confidential and those…
Zutrau v. Jansing, C.A. No. 7457-VCP (Del. Ch. Mar. 18, 2013).
Issues addressed in this Court of Chancery opinion: (1) The right to have a receiver appointed for a solvent corporation based on allegations of fraud and breach of fiduciary duty of directors; (2) direct claim for breach of fiduciary duty in connection with…
Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013).
This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in addition to, derivately; (2) restrictions imposed by DGCL Section 160 on the right to redeem…
In re: Paetec Holding Corp. Shareholders Litigation, C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013).
This Chancery opinion explains why attorneys’ fees were awarded in the amount of $500,000 based on a settlement of a challenge to a merger that resulted in additional disclosures prior to the deal closing. This is an excellent overview…
This is the 25th year that the Tulane Corporate Law Institute has presented a seminar in New Orleans that attracts corporate litigators and M & A lawyers from around the country to discuss the latest developments in corporate law. Members of Delaware’s Supreme Court and Court of Chancery by far represent the largest number of…
Vice Chancellor Donald F. Parsons of the Delaware Court of Chancery has penned a law review article with a former law clerk on the topic of shareholder litigation and how the burgeoning cases in this area have led to refinements in how shareholder representative suits in Chancery are handled. The article is entitled: Docket Dividends: …
R & R Capital LLC v. Merritt, C.A. No. 3989-VCG (Del. Ch. March 15, 2013).
This is a ruling upon remand from the Delaware Supreme Court, asking the Court of Chancery to explain more clearly its deferral of a ruling on a claim for advancement. The court also explains the standards that apply to…
Wagamon v. Dolan, C.A. No. 5594-VCG (Del. Ch. Mar., 15, 2013).
This Court of Chancery letter ruling is worth mentioning in passing for its treatment of the fiduciary duties of co-joint venturers, and the principle that the fiduciary duty owed to each other ends with the termination of the joint venture, not unlike the end…