Monthly Archives: March 2017

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Chancery Applies Fitracks Procedures to Challenged Advancement Award

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. Last month, in a comprehensive advancement decision captioned White v. Curo Texas Holdings, LLC, C.A. No. 12369-VCL (Del. Ch. Feb. 21, 2017), the Delaware Court of Chancery applied what has become known in Delaware as the “Fitracks Procedures” to determine the appropriate amount of an … Continue Reading

Court Rejects Post-Closing Adjustment Claim

The Court of Chancery recently explained in a post-trial opinion why a post-closing adjustment claim seeking a milestone payment was rejected in light of a careful examination of the meaning of an ambiguous term in the milestone trigger provision. This opinion is helpful for those who want insights into how a Delaware court applies contract interpretation principles … Continue Reading

Chancery Enforces Key Litigation Rules

Why this ruling is noteworthy: All those who litigate in the Delaware Court of Chancery need to read an important opinion issued yesterday that enforces key litigation rules by way of granting a motion to compel discovery replies. The court, in the case styled In Re Oxbow Carbon LLC Unitholder Litigation, Consol. C.A. No 12447-VCL … Continue Reading

Chancery Orders Predictive Coding to Assist E-Discovery Process

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. The Chancery Daily recently reported on the Court’s order in OSI Restaurant Partners, LLC v. United Ohana, LLC, C.A. No. 12353-CB (Del. Ch. Jan. 27, 2017) (Order), requiring the parties to use predictive coding to assist the plaintiff in expeditiously producing responsive documents. As is … Continue Reading

Chancery Upholds Merger Transaction Approved by Majority Shareholder Vote

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In the Delaware Court of Chancery decision captioned, In re Merge Healthcare Inc. S’holders Litig., C.A. No. 11388-VCG (Del. Ch. Jan. 30, 2017), Vice Chancellor Glasscock applied the business judgment rule and dismissed an action for failure to state fiduciary-related claims.  This opinion is important … Continue Reading

Chancery Appoints Section 226(a) Custodian

A recent Delaware Court of Chancery opinion needs to be read by anyone who wants to fully understand the requirements for the appointment of a custodian of a company deadlocked due to stockholder and director dysfunction. Kleinberg v. Aharon, C.A. No. 12719-VCL (Del. Ch. Feb. 13, 2017). Background:  This carefully reasoned opinion describes in extensive … Continue Reading