Chancery Refuses to Certify Class Action; Claims Based on Duty of Disclosure Absent Shareholder Action

Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Aug. 20, 2010), read opinion here. See summary of prior Chancery decision in this matter here. Issue Addressed The issue addressed in this case is whether the prerequisites for class certification were satisfied in connection with a claim alleging inadequate... Continue Reading...

Dollar Thrifty Rental Car Litigation; Injunction Hearing Today in Delaware Chancery Court

In re Dollar Thrifty Shareholder Litigation, C.A. Cons. No. 5458. This is the pending case in the Delaware Court of Chancery in which Dollar Thrifty investors are trying to stop a vote on an offer by Hertz based on the argument that more attention should be given to a competing... Continue Reading...

Chancery Denies Request for Dissolution of LLC

Lola Cars International Ltd. v. Krohn Racing, LLC, C.A. Nos. 4479 and 4886-VCN (Aug. 2, 2010), read opinion here. See summaries of prior Chancery decisions in this case here and here. Short Overview This is a post-trial decision which, as the Court described it, “deals with a business relationship gone... Continue Reading...

Chancery Approves $700,000 in Fees as Penalty for Party's Litigation Tactics; Third Recent Chancery Decision to Do So

Aveta Inc. v. Bengoa, C.A. No. 3598-VCL (Del. Ch. August 13, 2010), read opinion here. Prior Chancery decisions in this matter were summarized on this blog here. Brief Overview This opinion of the Court of Chancery addresses the reasonableness of fees that were previously awarded for contempt of court and... Continue Reading...

Court Dismisses Contract Claims Arising Out of Failed Mortgages

In Central Mortgage Company v. Morgan Stanley Mortgage Capital Holdings LLC, C.A. No. 5140-VCS, (Del. Ch. Aug. 19, 2010), read opinion here, the Court granted defendant’s Rule 12(b)(6) motion to dismiss a complaint, under New York law, concerning mortgage failures and underperforming loans arising out of the ongoing financial crisis.... Continue Reading...

Court of Chancery Determines Royalty Damages in Breach of Technology Licensing Agreement

On August 13, 2010, the Court of Chancery issued a 76-page post-trial decision in Vianix Delaware LLC v. Nuance Communications, Inc., C. A. No. 3801-VCP (Del. Ch. Aug. 13, 2010), read opinion here, addressing the amount of royalties owed to Vianix under a 2003 technology licensing agreement (“TLA”). This decision... Continue Reading...

Court of Chancery Awards Post-Trial Damages in Breach of Fiduciary Duty Case

The Court of Chancery in GyneConcepts, Inc. v. Kim, et al., C. A. No. 4820-CC (Del. Ch. August 18, 2010), read decision here, issued a short four-page post-trial decision awarding plaintiff GyneConcepts money damages in the amount of $1,181,708, plus pre-judgment interest at the legal rate for, among other things,... Continue Reading...

Chancery Allows Direct Claims to Proceed Based on Unauthorized Appointment of Director and Unauthorized Board Action; but Dismisses Duplicative Fiduciary Duty Claim

Grayson v. Imagination Station, Inc., C.A. No. 5051-CC (Del. Ch. Aug. 16, 2010), read opinion here. Factual Background The intriguing background facts of this case involve a company's founder and sole shareholder, Grayson, who sold additional shares in return for investments by Defendants Collins and Goss. In connection with that... Continue Reading...

Chancery Upholds Poision Pill of Barnes & Noble; Rejects Fiduciary Claims

Yucaipa American Alliance Fund II, L.P. v. Riggio, C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), read post-trial opinion here. This Delaware Court of Chancery opinion rejected breach of fiduciary duty claims and upheld the poision pill defense that Barnes & Noble implemented as part of a plan to spurn... Continue Reading...

Chancery Addresses Claims Against Investment Fund Managers

Forsythe v. ESC Fund Management Co. (U.S.), Inc., C.A. No. 1091-VCL (Del. Ch. August 11, 2010), read opinion here. Among the five prior opinions in this case (all listed at footnote 1 of the decision), highlights of three are available here. Brief Overview This is the latest in a long-running... Continue Reading...

Chancery Addresses Imbroglio Over Deposition Scheduling

Chancery Refuses to Impose Fiduciary Duties on Parties to LLC Agreement

Chancery Dismisses Action for Advancement Regarding Preemptive, Affirmative Actions Filed by Director

Chancery Allows Indemnification and Non-Disparagement Counterclaims to Proceed Based on Factual Issues in the Agreement

Chancery Dismisses LLC Dispute Based on Forum Selection Clause Requiring Louisiana Jurisdiction and Arbitration

Court of Chancery Rejects Challenge to Interim Fee Award

Chancery Addresses Fiduciary Claims by Bankruptcy Trustee; Claim Survives Against Financial Advisor for Aiding and Abetting Fiduciary Duty Breach

Court of Chancery Construes Stockholders Agreement and Proxy Agreement to Determine Constituency of Board in Section 225 Case

Court Addresses Insurance Coverage for Claims Arising out of Madoff Ponzi Scheme

Court of Chancery Addresses Dissolution Issues for Small Start-Up Corporation

Chancery Provides "Teachable Moment" for M & A Lawyers: Find Problems of Bidder in Due Diligence or Put Specific Reps in APA; Otherwise No Fraud Claim

Chancery Refuses to Remove Conflicted Arbitrator Chosen by Parties

Chancery Dismisses Claim that Acquirer Aided and Abetted Breach of Revlon Duty Based on Merger Payments to Preferred Holders and Zero Received by Common Stockholders

Court of Chancery Approves "Delaware Counsel Only" Restriction in Protective Order

Chancery Finds Officers Liable for Approving Personal Expenses of CEO

Court Enters Default Judgment Against LLC and Awards Attorneys' Fees Based on a Finding of Bad Faith

Air Products v. Airgas Motion Hearing Closed to Public

Court of Chancery Dismisses Later-Filed Delaware Action Based on Forum Non Conveniens and McWane Doctrine

Court of Chancery Declares that the Law Applicable to Controlling Shareholder Transactions Warrants Clarification, and Certifies Interlocutory Appeal to Delaware Supreme Court

Chancery Refuses to find Binding Settlement Agreement; Explains Prerequisites to Enforcement of Oral and Informal Settlement Agreements

Delaware Court of Chancery Addresses Fiduciary Duties of Bankruptcy Trustee

Key Delaware Corporate and Commercial Cases from the First Five Months of 2010

Court of Chancery Dismisses Action Where Plaintiff Failed to Plead Key Facts Challenging Breach of Fiduciary Duty and Entire Fairness Standard Applied

Court Awards Plaintiffs' Counsel $1.2 Million in Fees and Expenses Which Represents 26% of Value of Recovery

Court of Chancery Addresses Privilege Claims for Communications with Investment Bankers and "Common Interest" Privilege for Transnational Merger

Court of Chancery Precludes Limited Partner from Prematurely Withdrawing its Investment from Partnership

Chancery Rejects Argument To Reform Agreement Due to Unilateral Mistake

Court Defines "Substantial Completion" in AIA Construction Contract

Chancery Rejects Objections to Motion for Commission

Chancery Rejects Section 220 Suit Filed After Derivative Suit

Chancery Addresses Nuanced Differences between TRO and Preliminary Injunction

Chancery Prohibits Partial Retention of Redemption by Investment Fund for Legal Fees Incurred Due to Departing Investor

Chancery Imposes Penalties for Discovery Failures

Chancery Imposes Liability for Dilution of Minority Shareholders by Majority Shareholder who Converted Debt into Equity, Despite Self-Funding Company and Averting Likely Bankruptcy via Merger

Chancery Grants TRO in Supply Contract Dispute

Chancery Examines Fiduciary Duties Owed to Preferred Stockholders

Chancery Allows Civil Conspiracy Claim to Proceed Against Bank and Shareholder for Alleged Squeeze-Out Tactics

Complaint v. BP Filed in Delaware Court of Chancery

Chancery Applies FINRA Rules To Affirm Arbitration Award with Punitive Damages

Chancery Provides History Lesson on Foundations of our System of Federalism

Chancery Rejects Request to Enjoin Freeze-Out by Controlling Stockholder

Delaware's Future in light of Pending Federal Legislation

Court of Chancery Finds That, Under New York Law, Notes May Be Voluntarily Cancelled Absent Provision in the Indenture to the Contrary

Chancery Denies Stay Pending Appeal of Decision Requiring Disclosure of Limited Partners' Names

Chancery Decides that Books and Records Demand Must Be Arbitrated Per L.P. Agreement

Chancery Denies Request for Protective Order

The Role of The Business Judgment Rule When There is No Board Decision

Chancery Rules that Release Bars Claims; Grants Motion for Judgment on the Pleadings

Chancery Issues Preliminary Injunction to Enjoin Transaction Due to Lack of Adequate Disclosure in Proxy Statement

Chancery Approves Class Action Settlement But Reduces Substantially Amount of Attorneys' Fees Award

Chancery Rules on Issue of First Impression: Preferred Shareholders Have Same Right to Bring Derivative Claims as Common Shareholders

Chancery Upholds Board Decision to Void Shares of Stock due to Lack of Consideration

Court Allows Claims to Proceed Based on Lack of Disclosure in Purchase Agreement for Casino

In Appraisal Action, Chancery Declines to Add Control Premium or Include Estimated Capital Gains Tax Liability in Valuation of Stock

Chancery Upholds Forum Selection Clause Requiring Delaware Corporate Issues To Be Litigated in Texas Court

Chancery Dismisses Section 220 Case Due to Improper Purpose of Circumventing Stay of Discovery in Separate Securities Suit

Court of Chancery Resolves Complex Dispute Regarding Trade Secrets and Claims of Fiduciary Duty Breach

Choosing Delaware as Exclusive Forum for Intra-Corporate Disputes

Chancery Denies Motion to Compel by Contingent Beneficiary

Chancery Finds Purchase and Use of Corporate Jet to be Protected by the Business Judgment Rule, But Allows Claims to Proceed to Trial in Connection with Personal Benefits Received by Director of Family Owned-Company

Chancery Addresses what Role in Management is Sufficient for the Implied Consent Statute to Impose Jurisdiction under Section 18-109 of the Delaware LLC Act

Court of Chancery Denies Request from Preferred Stockholder to Enjoin Acquisition Based on Claim of Inadequate Consideration

Chancery Rejects Implied Good Faith Claim

Chancery Upholds Board Decision to Choose Financing over Bankruptcy

Chancery Allows Record Opened After Trial

Chancery Decides Appraisal Case; Post-Trial Opinion Determines Terminal Growth Rate; Equity Risk Premium, Beta and Tax Rate of Russian-Based NASDAQ Company

Chancery Upholds Forum Selection Clause Requiring the Case to be Litigated in the United Kingdom

Video/Audio of Chancery TRO Hearing in Zenith National Insurance Corp. Merger Case

Vice Chancellor Requires Lawyer to Be Physically Present During the Collection of Electronic Information from Client; Self-Collection by Client Not Permitted

Chancery Rejects Proposed Expert on Delaware Law

Court Grants Motion to Compel Post-Acquisition Financial Documents but Denies Motion to Compel Privileged Emails

Chancery Recognizes Right of Shareholder to Pursue Representative Suit by Agreement

Chancery Applies Standard to Determine Who Decides Issue of Arbitrability

22nd Tulane Corporate Law Institute

Chancery Awards Attorneys' Fees Based on Pre-Litigation Conduct in Breach of Fiduciary Duties

Chancery Honors Letter of Credit at TRO Stage

Chancery Rejects Argument for Jurisdiction Based Only on Ownership of Stock in Delaware Corporation

Chancery Refuses to Set Aside Valuation Performed Pursuant to Formula in Stockholders' Agreement

Chancery Defers Decision on Petition for Interim Fees Due to Judicial Economy

Court Dismisses Counterclaims for Breach of Fiduciary Duty, Breach of Contract, and Breach of Implied Covenant of Good Faith and Fair Dealing

Chancery Denies Injunctive Relief for Issuance of Convertible Note as Security in Violation of Agreement Due to Risk of Bankruptcy

Chancery Rules on Dissolution of LLC

After In Camera Review the Court of Chancery Rejects Claim of Work Product Immunity and Orders Email Produced

Chancery Trial Attacking Patents of Alcatel-Lucent

Chancery Allows Claim to Proceed for Nullification of Certificate of Cancellation Due to Failure of Dissolving Entity to Provide Adequate Reserves for Known Liabilities; Court Rejects Argument that Likely Bankruptcy Makes Nullification Futile

Trial Date Set in Airgas/Air Products Takeover Litigation

Chancery Enforces Settlement Reached in Court--After Parties Add Material Terms

Court of Chancery Questions Special Litigation Committee's Independence and Investigation; Denies Motion to Dismiss Litigation

Chancery Changes Co-Lead Counsel in Revlon Class Action

A Cause Of Action For Aiding And Abetting A Fraudulent Transfer Is Not Implicitly Created Under The Delaware Uniform Fraudulent Transfer Act.

Agreement Terminable at Will Not Subject to Statute of Frauds

Court of Chancery Dismisses Claims Against Homeowner Association's Board

Chancery Rules on Scope of Arbitration Clause

Chancery Upholds State Law Claim for Insider Trading

Chancery Decides Winner in Race Car Dispute

Court of Chancery Validates Adoption of Unique Poison Pill to Protect NOLs

Chancery Addresses Claims Arising From Failed Business Venture

Chancery Clarifies Definition of "Contract Under Seal"

Chancery Applies Res Judicata and Judicial Estoppel to Bar Claims

Court of Chancery Clarifies Scope of Arbitration Clause

Delaware Court of Chancery Imposes Personal Jurisdiction on Singapore Resident Serving as LLC "Manager" per Section 18-109 of LLC Act

Delaware Court of Chancery Awards Fees Based on Prevailing Party Provision

Chancery Analyzes Fiduciary Duties of LLC Members and Managers in Merger Context

Chancery Imposes Penalties for Misappropriation of Trade Secrets

Chancery Rejects Fiduciary Duty Claim Due to No Equitable Jurisdiction

Court Grants Motion To Compel Discovery From Party's Wholly-Owned Subsidiary Which Was Not a Party to the Litigation

Chancery Court Applies 20-year Statute of Limitations for Contracts "Under Seal"; Rejects Laches Defense. Defines "Inquiry Notice"

Court of Chancery Clarifies Compounding Interest in Appraisal Suit per DGCL Section 262(h)

Chancery Confirms that Not Reading a Document is No Defense; Also Allows Intervention of Parties in Interest

Delaware Court of Chancery Rules on Contested Board Elections in Expedited Section 225 Suit; Addresses Issues of First Impression on Reduction in Board Size, and Voting Rights; Re: Street Name v. Stock Ledger

Court Awards Compensatory and Exemplary Damages for Tortious Interference and Misappropriation of Trade Secrets

Air Products Sues Airgas to Form Special Committee to Negotiate All Cash Offer

Chancery Awards Fees to Prevailing Party Based on Agreement; Examines Reasonableness of Amount

Chancery Adheres to Opinion Despite Remand After Precluding Testimony

Court Denies Motion to Stay Appointment of Receiver Pending Appeal

Court of Chancery Approves a Cox Communications Settlement of Two Actions; Reduces Attorneys' Fee Award to $10 million

Chancery Orders Dissolution of LP Based on "Not Reasonably Practicable" Standard in Section 17-802

Delaware Court of Chancery Applies New York Law to Dismiss Counterclaims and Affirmative Defenses

Vice Chancellor Laster Rejects Standard Phrase in Confidentiality Stipulations Dealing with Restrictions on Use of Confidential Information

Chancery Bars Proportionate Fault Claim in Confirmation of Arbitration Award

Chancery Determines that Erroneous Fact Finding Would Not Change Holding

Court of Chancery Analyzes Details of Claim for Breach of Implied Covenant of Good Faith and Fair Dealing for Limited Deadline Extension--and Denies Claim

Delaware Court of Chancery Explains Procedural Prerequisites to Rebut Business Judgment Rule Protection for Board of Directors; Defines "Interested" Director and Lack of Director "Independence"

New Rules Allow for "Lightening Fast" Adjudication of New Cases Filed in Delaware Court of Chancery

Class Action Settlement Approved in Norfolk Case

Delaware Court of Chancery Dismisses Dow Shareholders' Derivative Claims Regarding Rohm and Haas Acquisition for Failure to Plead Demand Futility

In an Appraisal Action Arising out of a 1997 Merger, the Court Rejects a Fairness Opinion Based on One Week's Analysis; Awards $841,000 in Expert Fees But Rejects Request to Shift Attorneys' Fees

Bylaws May Contain Conditions to Grant of Advancements Rights that Supplement Advancement Rights in Charter

Court Dismisses Claim for Reformation of Contract; Invokes "Clean-Up Doctrine"; Compares Damages Under Common Law Fraud v. Equitable Fraud; Reiterates that No Punitive Damages Granted in Chancery

Court Enforces Settlement Agreement Confirmed by Counsel for Both Parties

Court of Chancery Issues Order Implementing Arbitration Fees Regarding Proposed Arbitration Rules

Key Corporate and Commercial Cases from Delaware for 2009

Deloitte Wins Summary Judgment Against Former Partner for Fiduciary Duty and Related Claims

Chancery Retains Jurisdiction over Claims of False Disclosures in Schedule 13D Filings Despite Federal Jurisdiction over Exchange Act Violations by Hedge Funds; and Allows Claim of Damages to Proceed Despite Payment of Termination Fee to Losing Bidder

Chancery Imposes Substantial Penalties for Non-Compliance with Prior Order

Court Rejects Request for Expedited Discovery Regarding Injunctive Relief After Finding No Colorable Disclosure Claims; Holds "No Solicitation" Provision and Termination Fee are Not "Per Se" Unreasonable

Chancery Court Rules on Patent and Intellectual Property Rights

Court of Chancery Finds Party in Contempt for Destruction of Evidence; Sanctions Include Heightened Burden of Proof, Waiver of Privilege and "Significant" Award of Attorneys' Fees

Chancery Court Highlights Important Distinctions Between Advancement and Indemnification; Explains Underlying Policy for Both; Grants Advancement for Defense of Counterclaims by Company

Chancery Addresses Claims Arising from Oral Partnership Agreement

Substitution of Counsel Requires Chancery Court Approval

Chancery Declines to Alter Arbitral Decision

Chancery Rejects Appraisal Demand of Beneficial Holder

Chancery Grants Attorneys' Fees in Class Action

Court of Chancery Dismisses Challenges After In Camera Review of Privileged E-Mail Chains

Interpreting California and New York Law, Court of Chancery Resolves Complicated Contractual Dispute Between Two Large Software Companies

Delaware Court of Chancery Proposes Draft Arbitration Rules

Chancery Court Applies Standards to Motion to Compel Discovery

Chancery Court Defines Beneficial Ownership of Stock

eBay v. Craigslist Trial in Delaware Court of Chancery--Live

Delaware Court of Chancery Addresses Jurisdictional Issues in International Transaction and Allows Claims to Proceed in Delaware Based on Dutch Law

Delaware Court of Chancery Dispels Myths and Addresses "Local Counsel" Definition

Chancery Court Appoints Receiver of Dissolved Corporation Pursuant to DGCL Section 279 Despite Three-Year Period in Section 278

Court of Chancery Dismisses Challenge to Asset Purchase Agreement; Discusses Ramifications of Freedom of Contract in Purchase Agreement

Chancery Court Explains Expansive Scope Allowable in Section 225 Suits; Applies Res Judicata to Bar Claims Not Pursued in Prior Section 225 Case

Chancery Court Grants Motion to Expedite Case Based on Allegations of Colorable Disclosure Claim and Threatened Irreparable Injury Regarding Treatment of Stock-Based Compensation Expense

Court of Chancery Decides Arbitrability Issues

Live Video of Chancery Court Trial in Amirsaleh v. NY Board of Trade

Chancery Court Denies Summary Judgment Based on Disputed Issue of Material Fact; Finds No Meaningful Difference Between "Lack of Good Faith" and "Bad Faith" for Claim of Breach of Implied Covenant of Good Faith and Fair Dealing

Court of Chancery Decides Fiduciary Duty Claims Against LLC Manager and Allows Dissolution Claim to Proceed

Court of Chancery Denies Motion for Protective Order for Depositions

Court of Chancery Rules on Admissibility of Expert Testimony in eBay v. Craigslist

Court of Chancery Grants Stay of Discovery Pending Dispositive Motion

Court of Chancery Allows Amendment to Complaint; Rejects Request for Default Judgment

Court of Chancery Explains Policy Reasons For Selection of Lead Counsel in Class Action; Rejects Motion to Reconsider

Chancery Court Rejects Request for Fees and Costs Despite Granting Second Motion to Compel Discovery Against eBay

Court of Chancery Addresses Application of Entire Fairness and Business Judgment Review of Merger Involving a Controlling Stockholder and a Third-Party Buyer

Chancery Court Declines Jurisdiction in Dispute between Two New York Entities

Chancery Court Discusses Fiduciary Duty of Director to Disclose Information While Negotiating Release with Corporation and Whether Lack of Disclosure Could Invalidate the Release

Court Finds No Irreparable Harm; Declines To Expedite Action Challenging Stock Option Plan

Former Employee Dismissed For Lack of Personal Jurisdiction; Court Reinforces Heavy Burden to Succeed on Forum Non Conveniens Grounds

Court of Chancery Reaffirms Significant Deference Given to Independent Board in Change of Control Context Post-Lyondell

Bank of America/Merrill Lynch Litigation

Court of Chancery Grants Motion to Stay Dispute Over Governance of Delaware LLC

Court of Chancery Keeps Partnership Dispute Case in Delaware: Rejects Argument it Lacks Personal Jurisdiction

Court of Chancery Rules on Choice of Law and Insurance Coverage Issues.

Court of Chancery Awards Attorneys' Fees and Expenses for Spoliation of Electronic Evidence

Court of Chancery Dismisses Section 220 Action Because Plaintiff Failed to Demonstrate "Proper Purpose"

Chancery Court Picks Lead Counsel in Class Action

Interview with Vice Chancellor J. Travis Laster of the Delaware Court of Chancery

Chancery Upholds Master's Ruling on Advancement Fees and Allowed Amendment of Complaint

eBay's Bid Rejected by Court of Chancery

Chancery Court Rules on Mutual Mistake Argument in Contract Issue

Chancery Enforces Restrictive Covenant and Grants Permanent Injunction

Chancery Court Grants Preliminary Injunction Against Competing Former Key Employees

Chancery Court Describes Disclosure Obligations and Revlon Duties of Directors in Transaction

Delaware Chancery Court Trial Imminent in: eBay v. Craigslist

Travis Laster Confirmed by Delaware Senate as Next Vice Chancellor

Court of Chancery Grants Summary Judgment on Removal of Manager of LLC

Chancery Court Dismisses with Prejudice Plaintiff's Claim Purportedly Withdrawn After Defendant Moved for Summary Judgment; Determines Procedure for Payment of Attorneys' Fees In Advancement Case

Live Video/Audio Clip of Delaware Chancery Court Proceedings

Chancery Rules on Designations of Documents as Privileged; Highly Confidential and Subject to Clawback

Chancery Court Addresses: Aiding and Abetting Fiduciary Duty of LLC Manager; Right of LLC Member to Resign; and Arbitrability

Chancery Court Refuses to Remove Trustee of Trust Despite Less Than Ideal Treatment of Old Lady

Delaware Chancery Court Grants Motion to Dismiss Demand for Records under Section 220 but Allows for Amendment of Complaint

Chancery Court Approves Class Action Settlement Involving Countrywide, and Attorneys' Fees for Plaintiffs' Attorneys Based on Therapeutic Disclosures

Chancery Court Orders: Clawback of Data; and Counting of Omitted Votes

Chancery Court Addressed Creation of Attorney/Client Relationship and Determination of When Privilege Applies to Communications

In Unusual Jurisdictional Fight, Court of Chancery Transfers Breach of Duty Case to Superior Court

Chancery Court Discusses Procedural Requirements for Parent Corporation to Pursue Claims Against Directors of Wholly-Owned Subsidiary

Court of Chancery Provides Guidance on Common Discovery "Hot-Spots"--Privilege Logs and the Scope of Redactions

Court Approves Settlement, Certifies Class, But Reduces Attorneys' Fee Award

Court Takes Unusual Step and Requires "Senior Delaware Lawyers" Involved in Case to Work Out Discovery Plan and Summary Judgment Motion Practice

Court of Chancery Awards Advancement Fees for Executive to Pursue Compensation Claims, and Rejects Reasonableness Argument as Limit on Advancement Obligation

Delaware Court of Chancery Vacancy Filled

Court Determines That Award of $100K in Attorneys' Fees is Commensurate with Benefit and Effort Under Common Corporate Benefit Doctrine

Post Merger Class Action Claims Survive Motion to Dismiss Where Common Stockholders Received Nothing and Preferred Stockholders Received $52 Million

Chancery Court Reviews Determinations of Trustee Overseeing Winding up of Dissolved Entity

Delaware Chancery Court Decision May Be Reviewed by U.S. Supreme Court

Changing of the Guard at Delaware Chancery Court

Chancery Court Denies Motion to Expedite Section 220 Case due to Failure of Applicant to Avail Himself of Inspection Offer Previously Made

Chancery Court Allows Discovery Against Deloitte LLP on Damages It Sought Against its Own Partners

Chancery Court Grants Access to General Ledger and Right to Obtain Photocopies Based on Terms of LLC Agreement but Denies a Request for Attorneys' Fees

Court of Chancery Denies Reargument Motion on Attorneys' Fees Ruling

Chancery Court Grants Books and Records Request Per DGCL Section 220

Chancery Court Rules that Individual as Sole Owner, Member and Manager of an LLC Did Not Bind that LLC by Signing an Agreement Not Referencing LLC

Vice Chancellor Lamb Denies Motion to Dismiss Class Action and Derivative Claims Arising Out of Failed Going-Private Transaction

Court of Chancery Dismisses Fiduciary Duty Claims Regarding Vivendi Deal

Vice Chancellor Lamb to Open Delaware Office of Paul Weiss Firm After Leaving Chancery Court

Delaware's Sister State

Chancery Court Decides Participation Issues in Class Action Settlement

Court of Chancery Rules on Issue of First Impression: Do Fiduciary Duties Apply in the Context of a Right of First Refusal Agreement Between a Corporation and its Shareholders

Watch Court of Chancery Trial Live Online via Audio/Video Feed

Court of Chancery Enforces Nigerian Judgment in U.S. Dollars

Chancery Court Transfers Declaratory Judgment Complaint to Superior Court Due to Lack of Equity Jurisdiction

Court of Chancery Grants Advancement Rights and Allows Indemnification Claims

Court of Chancery Denies Fund Investors' Application for Certification of an Interlocutory Appeal and Motion for Injunction Pending Appeal After Redemption Rights Were Suspended

New Rules and New Forms for Delaware Chancery Court

Will Delaware Ever Require that a Poison Pill be Redeemed?

Court of Chancery Rejects Forum Non Conveniens Motion and Allows Delaware Class Action to Proceed

Court of Chancery Grants Summary Judgment on Claims for Unjust Enrichment and Conversion in Embezzlement Case

Court of Chancery Addresses Buyers' Remorse in Closing an Acquisition - With a Unique Twist

Chancery Court Dismisses Claims by Amazon.com in Connection with Issuance of Shares by Basis Technology Corporation

Chancery Court Grants Expedited Proceedings for a Preliminary Injunction Application in Challenge to Merger Agreements Involving EMC, Data Domain and NetApp, Inc.

Chancery Court Resolves Objections of Class Members Excluded from Class Action Settlement Involving Chicago Board Options Exchange

Chancery Court Awards Partial Fee Amount Requested due to Litigation that was only Partially Responsible for Changes in Contested Deal

Chancery Court Dismisses Case Against Directors of Delaware Corporations and Several Foreign Corporations

Chancery Court Awards all Fees Requested as Reasonable based on Terms of an Agreement but Rules that "Expenses" are not covered by "Costs" Term in Agreement

Delaware Chancery Court Amends Rules

Chancery Court Rejects Claims by AIG v. Co-Conspirators Based on In Pari Delicto Doctrine

Delaware Chancery Court Determines Ownership of Patent Based on Dispute Between an Employee Scientist and his Former Employer

Chancery Court Rules on Media Access to Court Records

Chancery Court Denies TRO Request from Bidder who was Denied City Contract

Litigating LLCs

Chancery Court Modifies Advancement Award Based on Changed Circumstances

Chancery Court Approves Settlement of Class Action and Awards Attorneys' Fees

Chancery Court Dismisses Seller's Claims Against Buyer's Controlling Shareholder in Failed Merger

Four Recent Chancery Court Decisions on Electronic Discovery Issues

Chancery Court Applies Laches to Prevent Claim Brought Within Applicable Statute of Limitations

Court Appoints a Neutral Arbitrator based on Interpretation of Arbitration Provision that Original Umpire Selected by the Parties was Disqualified

Chancery Court Approves Class Action Settlement Regarding Chicago Board Options Exchange

Court Grants Motion to Compel Director Emails After Company Fails to Preserve or Collect That Information

Chancery Court Issues Major Decision on Duty to Preserve Electronically Stored Information and Imposes Adverse Inference as Penalty for Spoliation of Evidence

Chancery Court Compensates Lead Plaintiff in Class Action Against Boston University

The Death of the Wolf Block Law Firm

Court Grants Cross-Motions to Compel Discovery But Refuses to Shift Costs to Requesting Party to Pay for Restoration of Emails on Backup Tapes

Court Modifies Prior Determination of Fair Value in Appraisal Action But Does Not "Second-Guess" the Plain Meaning of the Contract

Delaware Chancery Court Requires Party to Submit to Terms of Forum Selection Clause Despite that Party Being a Non-Signatory; Based on Equitable Estoppel

Chancery Court Splits Fees in Cablevision Class Action Between Lawyers for Related New York Suit and Delaware Counsel

Chancery Court Dismisses Class Action Allegations of Overpayment in Recapitalization Transaction on Standing Basis But Disclosure Claims Allowed to Proceed

Delaware Chancery Court Rejects Challenge to Atmel's Poison Pill

Chancery Court Addresses Duty of Loyalty and Other Fiduciary Duties of Departing Salaried Employee; Duty to Preserve Data; and Panoply of Related Claims

Chancery Grants Stay of LLC Dissolution Pending Appeal

Chancery Dismisses Derivative Complaint Per Rule 23.1

Chancery Rejects Claims of Departing Member of LLC Who Co-Founded Hedge Fund

Delaware Chancery Court Rules on Amylin "Poison Put" Provision; Finds No Violation on Duty of Care Issue; and Provides Instruction to Lawyers Advising Boards on Complex Documents

Chancery Court Denies Books and Records Demand for LLC

Motion for Summary Judgment on Dissolution Granted But Request for Appointment of Liquidating Trustee Denied Based on Terms of LLC Agreement

Chancery Court Enjoins Arbitration as Time-Barred

Chancery Court Grants Motion in Limine Precluding Defendants from Raising Arguments Deemed Waived

Live Clip of Chancery Court Trial Today on Poison Put Issue

Chancery Dismisses Fiduciary and Unjust Enrichment Claims Based on Terms of Contract

Chancery Awards $1 as Nominal Damages for Breach of Contract; No "Knowledge-Qualifier" for Representation Clause

Chancery Court Denies (Barely) Motion to Dismiss for Failure to Prosecute But Imposes Penalty on Plaintiff's Counsel

Chancery Court Grants Limited Reargument of Metromedia Appraisal Decision

Chancery Court Orders Company to Hold Shareholders Meeting per DGCL Section 211

Chancery Grants Creditor a TRO to Bar Fraudulent Transfers of Debtor

Chancery Court Dismisses Derivative Complaint Pending Report of Special Committee

Chancery Consolidates Related Actions Pursuant to Rule 42

Chancery Court Rules on Testamentary Capacity and Donative Intent in Will Dispute

Chancery Court Rejects Request to Dissolve LLC

Statute of Limitations May Not Be Tolled by Section 220 Demand

COURT GRANTS SUMMARY JUDGMENT ON CLAIMS ARISING OUT OF FAMILY OWNED BUSINESS DISPUTE

Chancery Court Imposes Fiduciary Duties on LLC Members

Who Will Fill Vacancy on the Delaware Chancery Court?

Chancery Court Interprets Trust Document's Intent

Poison Puts and Delaware Corporate Law

In Appraisal Action Chancery Court Finds That Fair Value for Preferred Shares Based on Language in Certificate of Designation

Upcoming Chancery Court Hearing and Trial Available Online Via Live Video/Audio in "Real Time"

Chancery Court Dismisses Sundry Claims Against LLC Members

New Delaware Statute Allowing Proxy Access Pursuant to Bylaw Provision

Chancery Court Grants Partial Summary Judgment to Both Parties in Self-Dealing Case

Chancery Court Denies Request for Expedited Proceedings in Board Contest Between Exelon Corp. and NRG Energy, Inc.

Chancery Court Permits Shareholder By-Law Proposal to be Placed on Ballot While Preserving Company's Legal Challenge for Later Review

Motion to Compel Granted

Chancery Court Grants Stay Requested by Special Litigation Committee Except for Production of Electronic Information

Chancery Court Denies Fee Application Again on Remand; Finds Presumption Rebutted that Fee Petitioner Was Cause of Increase in Tender Price

Chancery Grants Motion to Intervene; Dismisses Claims of Unrepresented Entities

Chancery Court Rejects "For Now" a Class Action Settlement in Countrywide Shareholder Litigation

Chancery Court Considers Evidence Outside Operating Agreement to Determine Membership of LLC for Purpose of Books and Records Demand Under Section 18-805 of LLC Act

Vice Chancellor Lamb to Retire from Chancery Court

Chancery Clarifies Limitations on Contractual Waiver of Duties in Corporations v. LLCs

Chancery Court Determines Third-Party Consents Can Thwart Purchase Agreement Resulting in Significant Damage Awards

Chancery Court Dismisses Suit for Breach of Non-Competition Covenant Due to Lack of Personal Jurisdiction

Chancery Court Allows Counterclaim in Dissolution Case

Chancery Court Drills Down and Dismisses Breach of Fiduciary Duty Claim in Dispute about Oil and Gas Exploration Investments

Article on Good Faith in Corporate Law Co-Authored by Member of Delaware Court of Chancery

Chancery Court Stays Delaware Action in Favor of California Federal Actions

Chancery Court Orders Specific Performance of Lease Terms

Chancery Court Approves Yahoo Settlement

Chancery Court Hears Injunction Motion in Genentech/Roche Imbroglio

Rohm and Haas v. Dow Chemical Trial in Delaware Chancery Court Available Live Online

Chancery Court Rejects BASF's Claim to be Bought out of Partnership Involving Lyondell

Chancery Denies Request for Receiver; Insolvency Not Proven

Chancery Court Grants Summary Judgment on Claims of Reformation of a Merger Agreement and Unjust Enrichment

Chancery Court Denies Full Amount of Advancement Request

Chancery Affirms Decision of Master

Chancery Court Dismisses Direct and Derivative Claims Against Company in Bankruptcy

Chancery Court Orders Restitution to Victim Under Uniform Fraudulent Transfer Act

Chancery Decides "Dueling" Motions to Compel in Rohm and Haas v. Dow Chemical Suit

Chancery Rejects Claims for Books and Records Per Section 220, For Lack of Proper Purpose

Chancery Examines Reasonableness of Fees Awarded

Chancery Court Dismisses Shareholder Claims Against Citigroup for Failure to Monitor Subprime Risks But Allows Waste Claim for CEO Pay

Amendments to Chancery Court Rules

Delaware Chancery Court Appoints Custodian for Deadlocked Corporation

Chancery Court Appoints Liquidating Trustee for Deadlocked LLC

Chancery Court Denies Requested Protective Order in Rohm and Haas v. Dow Chemical Litigation

Chancery Court Allows Claims To Proceed Against Greenberg, Other AIG Directors

Chancery Court Rejects Demand For Books and Records

Chancery Court Finds Pre-Suit Demand Not Excused

Delaware Chancery Court Rules That Wachtell Firm Not Disqualified Due to Prior Representation of Dow, From Suing Dow for Rohm and Haas

Chancery Reiterates Standards for TRO and Expedited Proceedings

Chancery Court Revisits Lease Issue Subject to D.C. Law

Chancery Court Allows Purchaser to Continue Post-Closing Dispute Based on Contract Claims

Chancery Addresses Claims That Ex-Employees of Agilent Took Trade Secrets to Start New Company

Chancery Court Grants Motion to Enforce Settlement

Chancery Denies TRO Request but Requires Status Quo Order to be Negotiated

Chancery Court Approves Settlement of Class Action Challenging Merger of Wrigley and Mars

Chancery Dissolves LLC Based on Section 18-802 "Reasonably Practicable" Standard

Chancery Court Suit Filed by Rohm and Haas against Dow Chemical Seeking To Force Merger

Chancery Court Rejects Claims for Attorneys' Fees; Follows American Rule

Chancery Court Awards Fees in Derivative Case Involving Closely Held Corporation

Chancery Court Examines Fiduciary Relationships Involving Trust Beneficiaries; Refers to Prodigal Son Parable

Chancery Court Decides Arbitrability Issues

Chancery Court Dismisses Claim Against Blackstone Group Regarding Bank Merger

Chancery Denies Costs for Cancelled Deposition

Chancery Retains Jurisdiction Over Claims to Pierce Corporate Veil and Related Allegations

Chancery Approves Settlement in Back-dating Case

Chancery Orders Second Deposition on Documents Produced After First Deposition

Chancery Finds Lack of Equitable Jurisdiction After Trial

Chancery Upholds Merger Netting Zero to Common Shareholders

Chancery Describes Limited Costs Included in Rule 54(d) Award

Chancery Approves Class Action Settlement of Claims Of Inadequate Disclosure in Tender Offer

Selected Key Corporate and Commercial Delaware Decisions in 2008

Chancery Rejects Request to Appoint Custodian

Top 5 Delaware Cases from 2008--Rebuttal to Professor Brown

Chancery Court Rules in Favor of Bank of New York Mellon Regarding Realogy Corporation Refinancing

Chancery Court Rules on Business Break-up Issues and Decides Oral Resignation of Director is Effective

Chancery Distinguishes Between Promise and Condition in Contract to Deny Indemnification Claim

Fiduciary Duty Claims Survive Motion to Dismiss, But Not Disclosure Claims

Chancery Distinguishes Contract-Based and Common Law-Based Fiduciary Duty Voluntarily Assumed

Chancery Interprets LLC Agreement that Modifes Fiduciary Duties

Chancery Rules on Duties of Trustee

Chancery Court Compels Arbitration

Proposed Class Action Settlement Rejected by Chancery Court

Delaware Chancery Court Trials and Hearings Available Live Online

Chancery Finds Lack of Support for Heightened Standard for Mandatory Injunction but Allows Expedited Proceedings

Chancery Rules Alleged Settlement Agreement Not Enforceable

Chancery Stays Discovery Pending Motion for Judgment on the Pleadings

Video Clips of Chancery Court Trial in Olson v. Halvorsen

Chancery Denies Reargument on Decision Rejecting Request for Receiver

Chancery Rejects Jurisdiction Over Compensation Claim

Chancery Denied Reargument on Attorneys' Fees

Chancery Court Vacates Prior Decision in Fiduciary Duty Case

Chancery Court Upholds Forum Selection and Choice of Law Clauses; Rejects Promissory Estoppel Claim; and Finds Absence of Essential Elements of Contract

Video Clips of Recent AIG Chancery Court Hearing

Chancery Rules on Statutory Trust Issues Involving Cargill and Refco

Chancery Revises eFiling Order for Confidential Documents

Chancery Rules on Claims Related to Merrill Lynch Merger with Bank of America

This Blog Cited in Recent Law Review Article

Chancery Court Trial in Viking Global Hedge Fund Case Available Live Online

AIG Hearing Tomorrow in Chancery Court Available Online

Summary Judgment Granted On Earnout Provisions of Merger Agreement

Chancery Rules that LLC Agreement is Subject to Statute of Frauds, in Issue of First Impression

Chancery Recites Prerequisites for Preliminary Injunction and Enjoins Arbitration of Claims

Chancery Enjoins Arbitration and Denies Both Interlocutory Appeal and Stay Pending Appeal

Chancery Grants Motion To Intervene in Contested Stock Issuance Case

Chancery Rejects Request to Appoint Receiver of Dissolved Corp. Pursuant to DGCL Section 279

Court Rejects Claim by Lowest Bidder Who Did Not Receive Public Contract

Chancery Stays Discovery Pending Dispositive Motion

Chancery Decides Important Electronic Discovery Issues and Conventional Discovery Issues

Chancery Applies "Walks Like a Duck" Test for Equity Jurisdiction; and Rejects Alleged Insolvency of Defendant as Hook to Invoke Equitable Jurisdiction

Chancery Grants Renewed Motion to Stay

Expert Testimony Restricted as Untimely

Chancery Applies Collateral Estoppel; Issue Preclusion; Comity as well as Full Faith and Credit

Chancery Addresses Issue of What Constitutes Fiduciary Relationship

Summary Judgment Denied Due to Need for More Discovery

Chancery Denies Injunctive Relief on Real Estate Restrictive Covenant

Dissolution of Corporation Request Denied

TRO Request Denied and Motion to Stay Granted, Re: Merger of PFF Bancorp

Chancery Court Procedures for eFiling Confidential Documents

Chancery Requires Apollo-backed Hexion to Fulfill Its Contractual Duty to Buy Hunstman Despite Material Adverse Effect Clause

Chancery Denies Dissolution Request Per Section 18-802 of the Delaware LLC Act and Per DGCL Section 226(a)(3)

Chancery Court Reforms Terms of a Control Transaction In Loral Space and Communications Matter, Based on Breach of Fiduciary Duties

Supreme Court Accepts Interlocutory Appeal in Ryan Case

Chancery Denies Summary Judgment on Claim of Breach of Good Faith and Fair Dealing Due To Factual Issue Regarding Missed Deadline

Chancery Stays Dissolution Action Pending Superior Court Damages Case

Chancery Court Addresses Limited Scope of Its Subject Matter Jurisdiction

Limited Discovery Allowed For Objectors to Class Action Settlement

Chancellor Chandler Goes to Georgia

Advancement Granted For Fees Incurred in Defamation Action

Fees of $953/Hour Awarded Based on Corporate Benefit Conferred

Injunction Denied In Attempt to Stop Self-Storage Facility Auction

Derivative Suit Against AIG Settled

Chancery Discusses Personal Jurisdiction Issues

Chancery Court Dismisses Case Due to Misrepresentations to Court; Finds Derivative Plaintiff Unqualified, and Awards Fees

Omnicare's Continued Vitality Doubted

Beneficiary Seeks Removal of Trustee of a Trust

Chancery Imposes a "Reasonable Period of Time" to Trigger MAC Clause, When No Deadline Specified

Chancery Court Dismisses Claims Against Board of Lear Corp. for Payment of Termination Fee to Bidder Led by Carl Icahn

Derivative Settlement Allows Suit Against D & O Carrier

Chancery Bars Claims Based on Section 102(b)(7) Exculpation Clause

Ryan v. Lyondell: Chancery Denies Interlocutory Appeal

Chancery Rejects Claims of Promissory Estoppel and Oral Modification of Agreement

Impact on Delaware of an Obama-Biden Ticket

Chancery Orders Production of Investment Banker's Documents Despite Work Product Doctrine

Chancery Court Champions Contractual Flexibility of LLC Act and Allows Waiver of Member's Right to Seek Dissolution

Chancery Court Disqualifies Counsel Due to Litigation Conduct Involving Privileged Documents and Witness Interviews; and Addresses Standing to Allege Ethical Violations

Clawback Provision Honored to Avoid Waiver of Inadvertently Produced Privileged Email

Chancery Refuses Postponement of Shareholder Meeting Date

"At Issue" Exception Not Applicable To Attorney/Client Privilege

Court Allows Amended Complaint Despite Motion to Dismiss

Appraisal Not Time-Barred

Cost of Asserting Privilege: Produce Timely Privilege Log

Deeds and Easements Interpreted

Legal Fees of $250,000 Imposed as Penalty; Demand for $1 Million in Fees Rejected

Dispute Over Who Is Manager of LLC

Chancery Rules on Selection of Class Representative for Class Action

Chancery Court's Contract Decision Refers to The Deal.com

Chancery Court Order Confirms: Only Delaware Counsel May eFile Documents with Court

Black is Back: Chancery Court Rules On Lord Black's Request for Advancement of Legal Fees

Chancery's Review of Master's Report is De Novo

Chancery Questioned Standing of Defendant to Object to Commission for Third-Party Deposition

Chancery's Power to Vacate Arbitration Award

When "Indemnification" Also Refers to "Advancement"

Motion to Reconsider Must be Filed in Five (5) Days

Chancery Granted Motion to Dismiss For Lack of Personal Jurisdiction

Major Decision by Chancery Court on Corporate Law Aspects of Mergers and Acquisitions

Chancery Kept DuPont Litigation in Delaware But Denied Requested Injunctive Relief

Yahoo Procedural Decisions

Expedited Scheduling Granted by Chancery in Class Action Alleging Disclosure Issues

Collateral Estoppel Bars Pending Claims

Chancery Decides Whether Investment Was Loan or Equity

Transfer of Cases to Chancery Court from Superior Court

Chancery Court Requires Directors to Disgorge Bonuses

Chancery Court Addresses Authority to Bind Party in Settlement Agreement

Chancery Approves Allocation of Class Action Settlement

Chancery Enjoins Shareholder Vote Due to Disclosure Violation

Chancery Rejects Disclosure Claim in Attempt to Bar Merger

Demand Futility Established and Presumption of Business Judgment Rule Rebutted

Chancery Rules that Law Firm Covered as Agent for Advancement Purposes Under DGCL Section 145

Chancery Court Admonishes Company Not to Play Games with Advancement Rights

Advancement Terms in LLC Agreement Only Covered Defensive Actions

Chancery Rejects Disclosure Claims Made Post-Merger

Advancement Issue Averted Due to Non-Applicability of Employment Agreement After Termination

Chancery Addresses When Dual Claims for Fiduciary Duty Breach and Breach of Contract May Proceed

Chancery Court Fixes Computational Error in Appraisal Opinion

Chancery Court Bars Member of Deadlocked LLC From Hiring Counsel

Chancery Reviews Application for Attorneys' Fees

Chancery Rules that Complaint Against Yahoo! Cannot Remain Under Seal per Rule 5 (g) Confidentiality Standards

Chancery Declines to Appoint Custodian for Corporation

Chancery Addresses Requirements for Contract "Under Seal" to Enjoy Longer Statute of Limitations

Chancery Interprets Anti-SLAPP Statute

Chancery Rules on Breach of Loyalty by General Partner of L.P.

Chancery Grants "Quasi-Appraisal" Remedy for Breach of Section 253 Short-Form Merger Requirements

Chancery Explains Why Special Litigation Committee Report Was Rejected

Chancery Court Reviews Corporate Issues Involving Sultan of Brunei

Court Cannot Choose Between Two Reasonable Interpretations on a Motion to Dismiss

Lord Conrad Black Back in Delaware Chancery Court

Motion To Amend Complaint for Second Time Granted

Landlord's Rights Trump Free Speech Rights

Chancery Gives Victory to "Freedom of Contract" Regarding Fiduciary Duties in LLC Agreement

Chancery Rejects Claims that Directors Breached Fiduciary Duties to Creditors by Company Filing for Chapter 11 Bankruptcy; Excessive Compensation Claims Also Rejected

Chancery Denies Motion to Dismiss Despite Recommendation of Special Litigation Committee

Chancery Applies "Course of Performance" and "Quasi-Estoppel" in Contract Dispute

Custodian of Condominium Association Discharged

Chancery Addresses Adverse Possession Issues

Chancery Denies Demand for Books and Records by Limited Partner

Attorneys' Fee Request Carefully Examined--and Approved

Chancery Court's Policy on Public Access to Documents

Discovery of Special Litigation Committee Documents Compelled

Chancery Provides Practical Guidance on "Inadvertent Waiver of Attorney/Client Privilege" and "Avoiding a Motion to Compel"

Chancery Decides Issue of First Impression: Nomination of Directors is Part of Right to Elect Directors

Delaware Chancery Court Interprets Lease Under D.C. Law

Attorneys' Fees Granted for Therapeutic Disclosures, et al.

Chancery Applies Adage that "Silence is Golden" and Rules that Warrantholders are Not Owed Fiduciary Duties but Corporation Still Subject to Fraud Claims for Dissembling With Incomplete Data

Choice of NY Forum Clause Upheld But Delaware Procedural and Remedial Law Still Applies

Removing a Lis Pendens Based on Pending Litigation

Bear Stearns Delaware Litigation Stayed by Chancery Court

Court Rejects Bid Due To Use of Wrong Bond Form

LLC Not Subject to Corporate Governance Standards of Corporations

Noncompetition/Covenant-Not-To-Compete Agreement Enforced

Books and Records Demand in the LLC Context

New Chancery Court Order For Special Process Servers

Chancery Addresses Advancement Claim in Context of Compulsory v. Permissive Counterclaim

Chancery Addresses Foreign Judgment Enforcement

Court Rejects Equitable Tolling Argument

"Fees on Fees" Limited By Proportionality in Advancement Matter; and Chancery Confirms that Advancement Rights May Be Terminated

Diller Wins Round One in Dispute with Liberty Media

Chancery Addresses Issues in Bylaws and Intersection of Federal and State Regulation of Proxies for Annual Meetings

Chancery Declines to Enforce Settlement Agreement among Rich and Famous

Pre-Suit Demand Excused in Stock Option Case

Chancery Imposes Fees for Bad Faith in Conducting Litigation

Chancery Imposes Same Fiduciary Duty on Officers as Directors

Chancery Dismisses Derivative Claims for Failing Aronson and Rales Tests

Chancery Court at the Casinos: Issue of Indenture Default Addressed

Format and Substance of Special Litigation Committee Report Scrutinized

Do Arbitration Clauses Really Reduce Time and Expense?

Section 155 Valuation of Shares More Limited Than Under DGCL Section 262

"Agreement to Agree" in Future Not Enforceable

EDiscovery Consultant Required to Submit Qualifications

Chancery Stays Action in Favor of Pending California Case

Chancery Court eFiling Requirements

Supplemental Discovery Replies Compelled

More Litigation Over Application of Arbitration Clauses

Board Decision to Reject Offer Protected by BJR

Attorney-Client Privilege May Follow Purchaser of Company

No Personal Jurisdiction Over Directors of Non-Delaware Corporation Despite Contract Granting Exclusive Delaware Jurisdiction Over Corporation

Chancery Rejects Disclosure and Fiduciary Claims in Exchange Offer between Viacom and Blockbuster

First-Filed Rule Supports Stay of Delaware Case in Favor of Pending Texas Case

Discovery Pending Motion for Summary Judgment Addressed Together with At-Issue Exception to Attorney/Client Privilege

Bloomberg Reports on Recent Chancery Court Filings

Tyson Case Settles

Chancery Orders Advancement Based on Bylaws' Description of "Officer"

Chancery Refuses to Dismiss Claim for Breach of "Agreement to Agree" and Allows Claims for Failure to Negotiate in Good Faith and Failure to Use Best Efforts to Conclude an Agreement

Chancery Refuses to Defer to Bankruptcy Stay in Ordering Shareholder Meeting

Hardship Supports Stay of Case Based on Forum Non Conveniens

Chancery Approves Class Action Fees For Settlement Resulting in Revised Proxy Disclosures Only

Chancery Rules on Proxy Contest, "Vote-Buying" and "Adjourned" Annual Meeting

Order Appointing Lead Counsel Reconsidered

Lack of Personal Jurisdiction and Venue Arguments Rejected

In Defense of Delaware Corporate Law Opinions

Request for Interlocutory Appeal Denied Regarding Production of Special Litigation Committee Files

Overview of Key 2007 Corporate and Commercial Decisions

Chancery Rejects Extension of Deadline for Claims v. Dissolved Corporation's Shareholder

Blasius Review Not Triggered by Refusal to Call Shareholders' Meeting

Chancery Rejects Interlocutory Appeal

Specific Performance Claim Rejected

Confidentiality and Privilege Preserved in 220 Case

Interference with Customers Not Basis to Stop Third-Party Subpoenas

Substantive v. Procedural Arbitrability Addressed by Chancery Court

Chancery Addresses Competing Duties and Rights of Same Person Who Plays 3 Roles: Creditor; Director and Shareholder

Chancery Rejects Professor's Opinion on Legal Issues

Chancery Enforces Covenant Not To Compete for 2 Years and 25 miles

Chancery Orders Production of Purportedly Privileged Report of Corporate Counsel; Metadata also Required

Court Rejects Claim that Directors Breached Duties by Selling Company for Too Little

Fiduciary Relationship Invalidated Transfer of Property

Chancery Enforces Consent Decree

Non-Delaware Lawyers Can Be Sued in Delaware for Giving Advice on Delaware Law

Chancery Addresses Personal Jurisdiction Over Officers of Delaware Corporation

Advancement Denied Due to Gap in Documents When LLC Converted to Corporation

Specific Performance Granted in Land Contract

Chancery Case Summarized on Harvard Blog

It's "Back to Cali" for Company Losing Demand for Records Case Under Section 220

Chancery Rules on Claims of Unjust Enrichment, Equitable Estoppel and Equitable Subrogation

Motion To Strike Under Rule 12(f) Denied

United Rental Sues Cerberus

Chancery Enforces Deed Restrictions and Requires Demolition of Garage

New Procedural Order Issued for Pleadings in Chancery Court

Chancery Affirms Objective Theory of Contract Law in Delaware

Chancery Court Champions Freedom of Contract Principles and Applies Bedrock Contract Interpretation Law

Chancery Dismisses Suit Due to Delay in Prosecution

Chancery Transfers Case to Superior Court Based on Absence of Equitable Jurisdiction

Chancery Compels Third-Party to Comply with Subpoena for Electronic Discovery

Chancery Refuses to Enjoin Merger Vote and Refuses to Require More Disclosure

Chancery Grants Protective Order to Bar Deposition of Attorney in Section 220 Suit

Chancery Decides Cola War, Baby.

Chancery Instruction: Seek Expedited Ruling To Enjoin Arbitration Instead of Ignoring Arbitration Hearing

Chancery Court Runs a Tight Ship

Motion to Amend Denied Pending Future Lifting of Stay

Chancery Compels Discovery from Non-testifying Consulting Expert

Chancery Allows Claim Against General Partner of Limited Partnership Despite No Pre-Suit Demand

Objector to Class Action Settlement Entitled to Access to Discovery Taken in Case

Chancery Declines to Stay Post-Foreclosure Eviction

Attorneys' Fees Granted in Tax Refund Case

Will Contest Fails

Trial Court Allows Interlocutory Appeal of Denial of Preliminary Injunction

Motion for Reargument Denied

Claim for Reformation of Contract Subject to Arbitration

Statistics Support Section 220 Demand for Books and Records

Issue Preclusion Bars Derivative Suit

Background on Chancery's Follieri Opinion

Chancery Allows Claim For Challenged Lawful Action That May Still Be Inequitable

Chancery Analyzes Contractual Provision Requiring Cooperation

Chancery Compels Discovery of Related Party Transactions

Stock Option Claims Allowed to Proceed and DGCL Section 327 Addressed

Preview of Future Chancery Court Decision

Discovery in Section 220 Case Compelled and Public Policy Against "Purchase of Grievances" Addressed

Court Rules on Validity of Signature on Agreement

Attorneys' Fees Granted in Class Action Settlement

Acquiring Company Must Pay Ex-Shareholders for Breaching Earnout Provision of Contract

Chancery Rules on Lives of the Rich and Famous--Denies Creditor's Motion to Intervene

Chancery Refuses Interlocutory Appeal of Order Granting Limited Discovery Pending Rule 23.1 Motion

Chancery Rejects Both Parties' Experts; Reaches Appraisal Valuation Independently

Rule 408 Does Not Bar Inclusion To Show Awareness of Facts

Two Rulings on Arbitration Issues--Different Results

Will Contest Decided by Chancery

Chancery Refuses to Enforce Inequitable Windfall Resulting from Illicit Scheme

Chancery Imposes Conditions on Stay in Favor of Pending Foreign Actions

Chancery Defers Fiduciary Duty Claims Until SEC Rules on Federal Claims; Companion Case Compares TRO v. Preliminary Injunction Requirements

Board Permitted to Postpone Shareholder Vote on Merger It Expected to Lose

Excessive Executive Compensation (looting?) Claim Allowed to Proceed

Trustee and Beneficiary Dispute Trust Terms

Chancery Gives Second Chance to Spring-loading Claim

Court Rejects Request for Specific Performance of Indenture Terms

Delaware Securities Commissioner Cannot Appeal Adverse Decision

Default Judgment Rejected as Penalty

Chancery Allows Prerequisites to Advancement Right

Chancery Court Grants Motion to Reargue; Stays Case Pending Arbitration

Fees Awarded per Chancery Court Rule 11

Chancery Decides Stock Option Claim is Derivative

Motion to Dismiss versus Motion for Summary Judgment

Chancery Asserts Need to Decide Important Delaware Issues Such as Backdating, Despite Parallel Federal Case

Chancery Court Awards Damages to Buyer of Radio Station Based on Fraud and Breach of Contract

Unjust Enrichment Claim Denied Again

Chancery Rejects Class Action Settlement

Stock Option Pricing Analysis Reviewed by Delaware Chancery Court

Agreement Limited Rights to Books and Records Demand (added bonus: primer on contract interpretation principles)

Injunctive Relief Denied To Minority For Challenged Stock Offering

Minority Claims Against Majority Allowed To Proceed As Direct Action

Court Partially Grants Section 220 Demand Based on Mismanagement Claims

Substantial Compliance Allows Oral Change in Contract

Failure to Agree on Renewal Terms Results in Termination

Chancery Court Allows Expanded Discovery of Special Litigation Committee

Summary Judgment Practice in Chancery Court

Chancery Enforces Agreement Without Specific Price Term

No Attorneys' Fees Awarded Despite Prevailing Party Provision in Contract, Until Final Determination

Creditor's Claims Dismissed as Derivative

Chancery Court Defers to Bankruptcy Court for Clarification Prior to Addressing Corporate Issues

Chancery Dismisses Delaware Case Based on McWane Standard

"Going Private" Transactions Enjoined for Failure to Fully Disclose Material Facts to Shareholders

Merger Upheld In Light of Shareholders' Right to Consent But Not Vote on Merger

Rescission Remedy Available Even If Case Not Expedited

Hedge Fund-Shareholder Loses Bid To Have Directors Elected After DGCL Section 225 Proceeding

Chancery Dismisses Claims Against Directors for Backdating of Options

"Deal Lawyer" Cannot Serve Two Masters Well

Section 273 Case Stayed in Favor of First-Filed Canadian Suit In Light of Petitioner's Possible Ulterior Motive in Seeking Dissolution

"Void" versus "Voidable" Stock; LLC as Third-Party Beneficiary to Operating Agreement; and Appraisal Rights

Amendment Granted to Withdraw Class Action Nature of Complaint

Foreign Judgment Enforced by Chancery Court

"Fees On Fees" For Indemnification Claim Not Allowable Unless Claim Succeeds

Chancery Denies Demand for Books and Records Under Section 220

Internal Affairs Doctrine Allows Delaware Case To Proceed Despite First-Filed Foreign Case

Chancery Court Addresses Contract Issue of First Impression in Delaware Regarding Repudiation

Chancery Court Clarifies Appraisal Remedy/Rights

Chancery Court Stays Case in Favor of Bankruptcy Matter

Statutory Construction and the "Absurdity Doctrine" or "Scrivener's Error" Exception.

Chancery Refuses To Excise Allegedly Confidential Facts From Opinion

Specific Performance Granted For Agreement Without Interest Rate

Course of Dealing by Parties Used by the Court as Persuasive Basis to Interpret Insurance Policy

Demand for Books and Records Granted as to Valuation but Denied as to Mismanagement Claims

Covenant Not To Compete

Chancery Examines Fiduciary Duties of Person with Power of Attorney and Enforceability of Oral Agreements for Testamentary Gifts

Chancery Has Jurisdiction Over Derivative Claim by LLC Member Seeking Legal Remedy

Special Litigation Committee Report in CA Case

Delaware's Business Judgment Rule and Revlon Duty

Chancery Court Clarifies Denial of Section 220 Demand, Upon Remand from Supreme Court

No Injunction To Enforce Non-solicitation Clause Due To Prior Breach

Forum Selection Clause Enforceable If Written Well

Elvis in Chancery Court

Delaware Chancery Court on Private Equity Deals

Chancery Court Amends eFiling Requirements

Contract Interpretation Principles Applied

Summary Judgment Denied in Section 225 Expedited Proceeding

Fraudulent Conveyance Results in Constructive Trust

Expedited Proceedings Granted

Delaware Chancery Court Orders Return of Excessive Bonus

New Chancery Court Format Required

Chancery Court's New Caremark Decision

Disinherited Son Loses Statutory Construction Claim

Cancellation of Special Stockholders' Meeting Improper

Liability Imposed on Insurance Broker for Failing to Communicate Limitations on Policy

Partial Relief Per Rule 56(d) on Interpretation of Purchase Price Adjustment Terms

First Arbitration Award Prevails Over Second Contrary Decision Based on Separate Arbitration Agreement

Default Judgment for Failure to Comply with Court Orders

Amendment to Answer Allowed Subject to Payment of Attorneys' Fees

Motion to Voluntarily Dismiss Claim: Denied

Caremark's Shareholder Vote Enjoined

Attorneys' Fees Awarded in Section 225 Action

Claim by Corporation against Controlling Shareholder Fails Due To Absence of Personal Jurisdiction

Motion to Consolidate Granted

Motion to Disqualify Based on Alleged Conflict: Denied

Courthouses for Chancery Court in Delaware

Determination of Who Owns How Many Shares

Reargument Denied In Award of Fees to Delaware Counsel Only

Backdated Stock Options and Spring-loaded Options under Delaware Law

Release Waived Right to Option

Attorneys' Fees Awarded by Court, based on Contract, to Prevailing Parrty

Court Enforces Covenant-not-to-compete against ex-employee and New Employer

Fraudulent Transfer Act and Constructive Trust Provide Remedy for Claims Against Estate

Summary of Key Delaware Decisions in 2006

Directors Wacked for Lack of Independence

Summary of Delaware Corporate Cases from 2006

Summary Judgment Denied on Coverage Issues

Rights Waived Due to Failure to Meet Deadline

Summary Judgment Denied on Stock Option Issues

Right of First Refusal Interpreted and Consent Deemed Not Unreasonably Withheld

Statutory Deadline for Appraisal Strictly Enforced Despite Late Arrival at Old Address

Fees Denied to Attorneys in Parallel Case

Rule 19(a) Motion Denied

Reargument Rejected on Denial of Expedited Proceedings and Stay

"Clean-up Doctrine Allows Chancery to Keep Jurisdiction

Motion to Dismiss Based on Judicial Estoppel Denied

Statutory Attorneys' Fees for Wage Claim

Short Notice Actionable Despite Strict Compliance with Statute

Corporate Veil Pierced

Lack of Entire Fairness Decision Stands; re: Allocation of Merger Proceeds to Minority

Caremark Issues Addressed in Recent Chancery Case

Chancery Court Rule Amendments

Investment Fund Entitled to Proceed with Section 220 case

Settlement of Derivative Suit Rejected By Court

Chancellor Chandler Partially Enforces Covenant-Not-To-Compete Against Independent Contractor, citing the Argot of Rapper "50 Cent"

Specific Performance Denied

Arbitration of Tobacco Settlement Claim Compelled

Directors Found Liable For Not Stopping Majority Shareholder's Conduct

Philadelphia Stock Exchange Sale Challenged

Valassis Case Settles

"Hold Harmless" Clause Not Equal To Advancement Rights

Chancery Court Rejects Settlement Despite Agreement of Parties

SEC's Contrary Rules Not Bar to Stockholders' Meeting to Approve Sale (a/k/a Vesta II)

Civil Conspiracy Possible With Parent Corporation and Affiliated Entities

Controlling Shareholder Must Prove Entire Fairness of Interested Transaction

Books and Records Demand Under Section 220 Denied

Validity of Written Consent of Minor in Lieu of Shareholder Meeting

Pre-Suit Demand and Rule 23.1

Specific Performance; Rescission; Parol Evidence Rule and Integration Clause

Multiple Case Summaries Addressing: Statute of Limitations and Equitable Tolling for Fiduciary Claim; Comity; and Chancery Court Rules 20 and 25

Chancery Court Addresses Many Issues: Direct v. Derivative; Coercion v. Duress; Demand Excused;Directors with Interest in Entities on Both Sides of Transaction; and Validity of Consent Absent Full Disclosure

DGCL Summary Proceeding Interfaced with Pending Cases in Other States

Declaratory Judgments; Justiciability and Buyer's Duties

Delaware Dissolution Statute: NY Court's Interpretation; and Blog Discussion of Cases

The Law and Economics of Blogs

Laches; Mootness; Intervention; and Motion to Amend

Court Costs Payable to Prevailing Party Under Rule 54(d)

Hedge Fund Denied Data Under DGCL Section 220

Breach of Forum Selection Clause May Support Award of Attorneys' Fees

Order Imposing Stay Remains in Place

Covenant-Not-To-Compete Extended Due to Inevitable Disclosure and Untrustworthiness of Ex-Employee

Preferred Shareholders' Claim Ruled by Contract--Parallel Fiduciary Claim Dismissed

DGCL Section 220 Claim Curtailed

Equitable and Appraisal Claims Succeed In Contesting Squeeze-Out

Chancery Court Retains Subject Matter Jurisdiction Under "Clean-up Doctrine" and Rule 42(b).

Issues Addressed: Duty of Good Faith and Fair Dealing;Ripeness: Permanent Injunction;Tortious Interference with Contract; and Civil Conspiracy

Chancery Rejects Preliminary Injunction Request to Stop Controlling Shareholder's Tender Offer for Remaining Shares

Attorneys' Fees Awarded Based on Bad Faith Exception to American Rule

Summary Judgment Standard; Delaware Wage Payment and Collection Act; and "Law of the Case" Addressed.

Court to Litigants: Choose Between Motion to Dismiss or Motion for Summary Judgment

Pre-Judgment Interest Granted in Award For Advancement of Fees

Stay Denied In DGCL 220 Case Pending Appeal

Delaware Chancery Court Jurisdiction Summarized in Article Quoting Yours Truly

Dismissal Due To Subject Matter Jurisdiction--Transfer to Proper Court Within 60 Days

Implied Duty of Good Faith and Fair Dealing in Contract Does NOT Require Waiver of Express Contract Right

Non-Signatory May Compel Arbitration by Signatory of Arbitration Agreement

Creditor's Direct Claims Against Directors Rejected Despite "Zone of Insolvency"

Sexy Litigation in Delaware

Attorneys' Fees and Conflicts in Class Actions

Who is Manager of LLC in Deadlock?

No Equitable Relief for Missed Notice of Meeting

Preferred Stockholder States Claim for Incorrect Distributions

Limited Partnership Issues Addressed

Deepening Insolvency Not Cause of Action in Delaware

Motion To Expedite Failed Due To Absence of Irreparable Harm

McWane Standard Applied In Favor of First-Filed Suit

Specific Performance: It's a Matter of Grace

Chancery Court Rules on Multiple Procedural Issues

Chancery Court Awards Attorneys' Fees for Modest Therapeutic Benefit of More Disclosure After Merger Announcement

Statute of Repose Lays Case to Rest (Case Dismissed)

Court Allows Ex Parte Interview By Lawyer of Former Employees of Other Party

Partial Grant of Motion for Reconsideration Due to Mootness.

Chancery Court Rules on Specific Performance; Equitable Fraud; Intentional Misrepresentation; Rescission; Uncertain Damages and Unrebutted Expert Testimony

Controlling Shareholder May Have Breached Duty By Exploiting Control Over Other Shareholders For Its Benefit

Covenant Not To Compete May Protect the Middleman

Preferred Stock Rights Based on Contract Principles

Preferred Stock Rights Determined By Interpretation of Charter

Section 220 Demand Denied As Overly Broad

Section 220 Confidentiality Issues Addressed In Light of Competitive Concerns

Section 220 Requires Breakdown To Contact Owners of Shares Held by Nominee

Majority Shareholder Not Liable in Sale of Shares

Advancement Under Section 145(k) Required

Chancery Court Bars Claim for Fake Artwork

Lions Gate II: Reformation of Charter and Bylaws; Restrictions on Voting Rights Subject to High Scrutiny and Equity Can't Save Statutory Violation

Importance of The Shareholder Franchise

Notice to Outdated Address Not Adequate to Waive Rights

Delaware Chancery Court Visit

No Damages Found in Disclosure Claim

Motions for Commissions Denied (Mostly)

Direct v. Derivative Claim Determined; and Pre-Suit Demand Held to be Neither Futile Nor Excused

Agreement Allows Payment of Attorneys' Fees

Sovereign Immunity: No; Contribution and Indemnity: Maybe

Bylaw Dispute Not Ripe

Importance of Independent Special Committee in Freezeout Merger

Member of LLC Removed Due To Breach Of Agreement

AIG Case Proceeds

Who Pays for Costs of Receivership and Court-Ordered Accounting in Closely-held Company?

Squeeze-Out Used Unfair Process and Unfair Price

Bylaws and Director Power

Arbitration Clause Enforced

Court Did Not Approve Class Action Settlement Due To Release Language Being Too Broad

General Partner Removed Due to Breach of Duty

Attorneys' Fees for Disclosure of Fraud

One Tier of Confidentiality Sufficient: No Need for Second Tier/ "Highly Confidential" Designation

Disclosure of Confidential Mediation Data Violated Chancery Court Rule 174

Retroactive Ordinance Banning Docks At Beach House Upheld

Chancery Applies Utah Law to Franchise Dispute

Self-Dealing Inquiry: Proper Purpose Under Section 220

Attorneys' Fees Denied in Section 220 Case; Admonition Against Merits-based Defense in 220 Case

Plain English Preferred

Buffet of Delaware Corporate Issues Addressed

Squeeze-Out Merger Leads To Liability Because Price Not Entirely Fair

Sealed Documents in 220 Case Unsealed in Derivative Case and Standards to Make Confidential Documents Public are Explained

Purchase Price Adjustment Subject To Arbitration

Certification of Defendant Class Granted

Access To Business Strategy Documents Denied

Withdrawal of Counsel Allowed

Court Analyzes Request For Statutory Attorneys' Fees

Covenant Not To Compete Enforceable But Not Breached

Duty of Loyalty; Duty of Candor/Disclosure; and Attorneys' Fees in Dutch Auction

Failure to Finalize Operating Agreement Could Lead to General Partnership

Merger Saved Corp From Bankruptcy But Board Still Breached Duties to Minority Shareholders

Defunct LLC Cannot Be Revived Absent Majority Consent

Should Disclaimers for Fraud be Upheld?

Derivative Claim Belongs to Bankruptcy Estate of Corporate Debtor

Indemnification Claims Partially Succeed

Discovery Oversight Exposed Counsel to Deposition

Corporate Buffet of Legal Issues: Excessive Compensation; Indemnification; Fees for Demand Under Section 220; Receiver for Solvent Corporation and Ultra Vires in Closely Held Corp.

Attorneys' Fees

Exception to Attorney/Client Privilege Requires Production of Documents

Dismissal Based on Failure to Make Presuit Demand

Executive Perks Challenged

Caremark Claims Rejected; Loyalty Claims Survive

Settlement of Derivative Case

Specific Performance of Oral Agreement

Of Amendments; Fraudulent Conveyance and Dissolution

Construction Funds Held in Trust per Statute

Judicial Recusal Standards Addressed

Injunction on Covenant Not To Compete Not Modified

Caremark Claim Dismissed per Rule 23.1 Due to Mere "Bald Assertions"

Expedited Proceedings Denied

Enforceability of Contract that Allows Lying

Concurrent Shareholder Litigation in 2 States; Delaware Case Allowed to Proceed Despite Settlement of Other Case

Stock Option Waived Due to Missed Deadline

Special Committees and Fairness Opinions

Advancement and "Fees on Fees" Both Awarded

Motion to Disqualify Denied

Contract Interpretation

Penalty Under Rule 37 for Discovery Abuse

Pre-Suit Demand Under Rule 23.1

Advancement Right Upheld with Fees on Fees and Interest

Recent Unisuper Decision Analyzed

Rule 23.1 and Contested Independence of Directors

Bonus Payment Awarded to Plaintiff in addition to Attorneys' Fees

Advancement v. Indemnification and Integration Clauses

Dilution; Preemption and Arbitrability Addressed

Arbitrability Issues Addressed Again

Appraisal Decision Adjusted After Reconsideration

Court Determines Arbitrability Despite AAA Rules

Interpretation of Stock Purchase Agreement

Duty of Majority Shareholder in Context of Merger

Enforcement of Lease Restriction v. Competing Business in Same Shopping Center

Tortious Interference in Connection with a Merger

Indemnification and Advancement Decision Clarified.

Books and Records Inspection Granted Under 220 Despite Zapata SLC

Shareholder v. Director Powers

Claims of Improper Issuance of Shares with Preemption Rights and Interested Transaction Denied

Court Approves Discounted Counsel Fees

Interpretation of Liquidation Preference in Charter

Fiduciary Duty Owed by Underwriter to Issuer

Motion to Disqualify Denied

Motion to Expedite Denied

Contract Interpretation

Issue Not Ripe

First Filed Rule Not Applied

Reargument Denied

Rare Dismissal Based on Forum Non Conveniens

Preliminary Injunction on Florida Contract

Is Dilution Claim Direct or Derivative?

Court Denies Books and Records Request

Unsigned Voting Agreement Cannot Be Enforced

Entire Fairness Applies to Majority Shareholder Deal

Attorneys Fees and Bad Faith

Motion for Reargument of Preliminary Injunction Denied

Appraisal Decision

Value of a Put Option

Another Case Finding No Conflict with Federal Law

Procedural and Substantive Arbitrability

Derivative Claims Required to be Arbitrated

Dilution Claim is Derivative

Companion Case Stayed

Arbitration Clauses and Court Review

Motion to Stay in Favor of First Filed Case

Contract Interpretation

BJR Bars Breach of Fiduciary Duty Claims

Reargument Motion Denied

California Court Applies Delaware Law

Dismissal Due To Business Judgment Rule

Interlocutory Appeals and TRO Standard

Mediation Testimony Barred

Court Requires Disclosure Despite Seal Per Rule 5(g)

Stay of Discovery Denied Despite Motion to Dismiss

Recent Chancery Decisions

History of Chancery Court

Another Source for Updates on Delaware Corporate Cases

Recent Decisions on Section 220; Attorneys Fees and Amendments

Appraisal Action Opinion

No Breach Of Tobacco Settlement

Protective Order for Deposition

Statutory Dissolution of Delaware LLC

4 Recent Chancery Court Cases

Review of Land Use Decision

Two Recent Cases

Recent Chancery Cases

Revlon Duties Discussed

Return after Hiatus

Disney Opinion is Out

Disney Opinion May Come Out Today

Update on Expected Disney Opinion by Chandler

Cox Case Update

Recent Chancery Court Section 220 case

Entire Fairness and Not BJR, Applies to Reverse Split

Preliminary Injunction Denied for Trade Secret Claim

Analysis of Recent Cox Decision

Expedited Proceedings Denied in SunGard

Three Recent Chancery Decisions

Several Recent Chancery Decisions

Review of Arbitration is a High Hurdle

Preview of Disney/Ovitz Decision

One Disney Case Settles

Request for Advancement of Fees Denied

Recent Chancery Decisions

Major Decision on Attorneys' Fees

Request for Expedited Proceedings Denied

Limits on Right of Shareholder to Books and Records, Including Confidentiality

Two Recent Chancery Court Cases

Court Filings Under Seal

More on the Recent Disney Decision

New Claims Against Disney Co. Proceed to Trial

Forum Non Conveniens and Section 225

Issues addressed in fallout from 2 mergers

Entrenchment Issue Allowed to Proceed to Trial

Counting Votes at a Shareholders' Meeting

Recent Chancery Court Decisions

A Case Study in How Not to Cancel a Merger

Recent Decisions Instruct on Contract Drafting and Interpretation

Preferred Stock Not Entitled to Dividends

No deadline to file Certificate of Dissolution after Plan of Dissolution

Chancery Court Rules on Derivative Versus Direct Claims and Proxy Damages

Lone Star Steakhouse Plan Approved by Chancery Court

Prospective Client List is a Trade Secret per Statute

Arbitrator Determines Scope of Arbitrability

Court Review of Arbitration Difficult Test to Satisfy

Effect of Bankruptcy on Statutes of Limitations for Appraisal

Reasonableness of Indemnification Amount

Discovery Stayed Pending Motion to Dismiss

Quasi-Appraisal Remedy Fashioned for Short-Form Merger

Stock Restrictions Upheld

Staying Discovery

Civil Conspiracy as Basis of Jurisdiction Is Alive and Well

Recent Delaware Chancery Court Decision Clarifies Shareholders' Rights to Books and Records

Chancery Court Reviews Board's Duties in Light of Lock-up Provision

Dissolution of an LLC