Supreme Court Grants Access to List of Hedge Fund's L.P. Members; Rejects Federal Preemption Argument

Parkcentral Global, L.P. v. Brown Investment Management, L.P., No. 288, 2010 (Del. Supr., Aug. 12, 2010), read opinion here. Brief Overview This Delaware Supreme Court decision affirmed a ruling of the Court of Chancery which allowed a limited partner to demand a list of other limited partners in a hedge... Continue Reading...

Delaware Supreme Court Clarifies Section 220 Standard for Shareholder Access to Books and Records

City of Westland Police & Fire Retirement System v. Axcelis Technologies, Inc., No. 594, 2009 (Del. Supr. August 11, 2010), read en banc Supreme Court opinion here. The affirmed opinion of the Court of Chancery was highlighted on this blog here. Brief Overview This decision affirms the decision of the... Continue Reading...

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

Francis G.X. Pileggi and Kevin F. Brady, over the last five months or so, have highlighted on this blog approximately 100 cases on corporate and commercial law from the Delaware Supreme Court and the Delaware Court of Chancery. Among those cases, we selected the following cases as the most notable... Continue Reading...

Supreme Court Affirms Appointment of Receiver of Dissolved Corporation

The Delaware Supreme Court affirmed a decision of the Court of Chancery in a one-page Order in the case styled: In the Matter of Texas Eastern Overseas, Inc., No. 21, 2010 (Del. Supr. June 24, 2010). Read Order here. The Chancery opinion was highlighted here. The denial of a stay... Continue Reading...

Delaware Supreme Court Affirms Settlement of Countrywide Shareholders' Challenge to Bank of America Merger

The Delaware Supreme Court in Arkansas Teacher Retirement System, Fire & Police Pension Association of Colorado, et al. v. Ciafa et al., No. 530, 2009 (May 21, 2010), read opinion here, issued a unanimous en banc decision affirming the Court of Chancery’s approval of a settlement among a majority of... Continue Reading...

Delaware Supreme Court Addresses Appropriate Remedy for Breach of Fiduciary Duty

Lingo v. Lingo, No. 713, 2009 (Del. Supr., June 10, 2010), read opinion here. The factual background of this Delaware Supreme Court decision involves a faithless fiduciary who abused the Power of Attorney given to her, but the part of the opinion that will be of interest for readers of... Continue Reading...

Delaware Supreme Court Affirms Chancery Court and Refuses to Modify or Vacate Arbitration Award

M3 Healthcare Solutions v. Family Practice Associates, P.A., No. 691-2009 (Del. Supr. May 28, 2010), read opinion here. The specific issue decided in this case is whether an arbitration award should be modified, vacated or corrected. The Supreme Court determined that the arbitration award should not be modified, and thus... Continue Reading...

Forum Non Conveniens Test Not as Stringent When Delaware Case Not First-Filed

Lisa, S.A. v. Mayorga, No. 410,2009 (Del. Supr. Apr. 20, 2010), read opinion here This Delaware Supreme Court decision affirmed the decision of the Court of Chancery which dismissed the complaint based on forum non conveniens grounds. The prior decision of the Court of Chancery is highlighted here. Although this... Continue Reading...

Delaware Supreme Court Addresses Issues of D & O Policy Coverage

Axis Reinsurance Company v. HLTH Corp., No. 565, 2009 (Del. Supr. Apr. 22, 2010), read corrected May 10 opinion here. This is a case involving a coverage issue under a D & O policy. Because it is somewhat outside the typical scope of most decisions that are summarized on this... Continue Reading...

Delaware Supreme Court Addresses Vote Buying and Effort to Reduce the Size of a Board To Remove Sitting Directors

Crown EMAK Partners, LLC v. Kurz, Consol. Nos. 64, 2010 and 85, 2010 (Del. Supr. April 21, 2010), read opinion here. This 55-page Delaware Supreme Court decision affirmed in part and reversed in part the Court of Chancery's 80-page decision involving a control contest that featured issues such as "vote... Continue Reading...

Delaware Supreme Court Clarifies Implied Duty of Good Faith and Fair Dealing; Affirms Primacy of Contract Law

Supreme Court Decides Claim Not Covered by Arbitration Clause

Delaware Supreme Court Asks New York Court of Appeals to Address Issue of New York Law; Re: Liability of PricewaterhouseCoopers

Delaware Supreme Court Affirms Chancery's Ruling on Fees for "Corporate Benefit" in Class Action; Notes Distinction in Delaware v. Federal Law on Presumptions

Key Corporate and Commercial Cases from Delaware for 2009

Delaware Supreme Court Settles Split of Authority Regarding Contracts Under Seal

Oral LLC Agreements Addressed by Delaware Supreme Court

Delaware Supreme Court Affirms Harsh Penalties for Violations of Trial Court Orders

Delaware Supreme Court Affirms Trial Court's Determination of Damages Awarded for Breach of Contract and Misrepresentation, as Well as Liability on Assignor Despite Assignment

Delaware Supreme Court Addresses Conflict of Interest Issues

Delaware Supreme Court Interprets Delaware's Escheat Statute Regarding Escheated Shares in Company

Delaware Supreme Court Rules on Admissibility of Expert Evidence

Delaware Supreme Court Rules on D & O Coverage Issue: Affirming Decision in Favor of Carrier Who Did Not Consent to Settlement

Supreme Court Affirms Court of Chancery's Decision To Certify Class and Award Attorneys' Fees

Delaware Supreme Court Clarifies Requirements of Valid Mechanics' Liens

Delaware Supreme Court Addresses Appropriate Remedy in Short Form Merger Where Majority Violates Disclosure Duty

Delaware Supreme Court Clarifies "Quasi-Appraisal Remedy"

Delaware Supreme Court Upholds New State Law Allowing Sports Betting

Interview with Delaware Supreme Court Justice Jack Jacobs

Delaware Supreme Court Agrees with Deloitte in Partnership Dispute

Delaware Supreme Court Reverses Chancery Court Based on Statute of Limitations and Laches

Delaware Supreme Court Affirms Chancery's Partial Award of Attorneys' Fees

Unanimous Delaware Supreme Court Addresses Revlon and Caremark Issues

Supreme Court Rules on Interface between Indemnification Rights and Res Judicata

Ryan v. Lyondell: Professor Waits for Decision on Appeal

Delaware Supreme Court Affirms Chancery Court in AT & T Case Involving Stock Options

Supreme Court Remands Post-Trial Decision for Reconsideration of a Pre-Trial Daubert Ruling on Expert Witnesses

Supreme Court Affirms Allocation of Settlement Proceeds in Class Action Against Philadelphia Stock Exchange

Delaware Supreme Court Issues Major Ruling on Shareholder Ratification Doctrine and Duties of Corporate Officers

Supreme Court Affirms Dismissal of Disclosure, Loyalty and Care Claims against Sumner Redstone In Viacom and Blockbuster Deal

Selected Key Corporate and Commercial Delaware Decisions in 2008

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

Delaware Supreme Court Polices Trial Practices of Prosecutors

Delaware Supreme Court Upholds Delaware Tax on Ford Motor Company

Supreme Court Reverses Appraisal Opinion

Supreme Court Addresses Issue of Immorality

Supreme Court Denies Claim Against Landowner Based on Premises Guest Statute

Supreme Court Upholds Limitations on Relief Due to Unclean Hands

Delaware Supreme Court Interprets "License" and "Assignment" in Patent Agreements

Delaware v. New York on Dissolution of LLCs

Supreme Court Clarifies Writs of Certiorari Procedures and Policy

Liability of Joint Tortfeasors for Pre-Judgment Interest and Contribution

Delaware Supreme Court's 1971 opinion in Sinclair Oil v. Levien, Subject of Law Review Article

Supreme Court Upholds Dismissal As Penalty for Failure to Comply with Discovery

Supreme Court Decides SEC-presented Delaware Bylaw Issue

Supreme Court Reverses Summary Judgment on Negligence Claim

Delaware Supreme Court Hears Bylaw Issue Presented by SEC

Delaware Supreme Court Interprets Waiver Provision

Supreme Court Rejects Caremark Claims and other Fiduciary Claims Against LLC Managers Due to Exculpation Clause

SEC Asks Delaware Supreme Court for Ruling on Delaware Law

Supreme Court Decides Qualifications for Judicial Appointment

Supreme Court Reviews Standard to Amend Pre-Trial Scheduling Orders

Supreme Court Affirms Stock Option Claims As Derivative

Supreme Court Interprets Contractual Rights to Stock Options After Merger

Delaware Supreme Court Affirms Class Action Settlement in Philly Stock Exchange Case

Supreme Court Upholds Chancery Decision that Stock Cancellation Not Effective

Directors Who Are Not Shareholders Cannot Sue Derivatively

Overview of Key 2007 Decisions from Delaware's Chancery Court and Supreme Court

Supreme Court Addresses Judicial Recusal Standard

Delaware's High Court Distinguishes Between Statutory Right to Vote on Merger v. Contract Right to Consent to Merger

Overview of Key 2007 Corporate and Commercial Decisions

Supreme Court Allows Fees to Out-of-State Litigant in Class Action Settlement

Penalty for Notarizing Signature Without Presence of Witness

Supreme Court Rejects Argument that FedEx Satisfies Statutory Requirement of Notice by Certified Mail

Delaware Supreme Court Affirms Appraisal of Preferred Shares

Delaware Supreme Court Upholds Franchise Tax

Delaware Supreme Court Gives Shareholders Second Chance and Reversed Trial Court for Converting Rule 12(b)(6) Motion to Rule 56 Motion without Adequate Notice or Reasonable Opportunity to Reply

Statute of Limitations Tolled By Paper Filing Where eFiling Required and Requests for Admissions Not Basis for Summary Judgement

Supreme Court Reverses Chancery on Voting Issue in Section 225 Dispute

Supreme Court Affirms Attorneys' Fee Award

Legal Ethics

Executing on Judgments via Wage Attachments

Supreme Court Affirms Chancery Decision Rejecting Claims for Deepening Insolvency

Court Bars Claims of Independent Contractor's Employee Against General Contractor

Horseplay Among Employees May Lead to Claims Beyond Worker's Comp

Supreme Court Rules on Admissibility of Settlement Evidence

D & O Coverage Triggered by "Loss"

Directors' Duties in Bankruptcy and Limits on Creditors' Ability to Sue Directors

Delaware Supreme Court Rules on Attorney Conduct

Duties of Directors of Insolvent Delaware Corporations

Delaware Supreme Court Allows SEC To Ask Questions

Delaware Supreme Court Rules: Creditors Have No Direct Claims Against Directors Of Corporation in Zone of Insolvency

Supreme Court Applies Contract Principles to Interpret Vague Terms

Supreme Court Disallows Requirement of "Non-withdrawable" Entry of Appearance

Delaware Supreme Court Clarifies Direct v. Derivative Shareholder Claims

Standards for Attorneys' Fees in Derivative Cases Clarified

Attorneys' Fees Awarded to Prevailing Taxpayer Based on Common Benefit Exception to American Rule

Corporate Law Insights By Delaware's Chief Justice

Expedited Interlocutory Appeal Granted

Claim of Foreign Governments Rejected

Class Member Shareholder who did not Object to Class Settlement cannot Appeal Related Order

Claim Interpreted Under D & O Policy

Removal of LLC Member Affirmed

Dram Shop Liability: Province of Legislature

Moore on Unocal

Expert Testimony Barred Due To Limited Pre-Trial Disclosure

Delaware Supreme Court on Good Faith: Not a Stand-Alone Fiduciary Duty

Supreme Court Rules: Trustee Has No Standing To Appeal

Delaware Supreme Court Interprets New York Law

Section 220 Demand Requires "Credible Basis" of Wrongdoing

Pond Not Attractive Nuisance

Exclusion of Expert Witnesses Upheld

Effect of Dismissal Without Prejudice and Related Issues

Offer of Judgment Must Be Apportioned To Each Party

Claims Are Both Derivative and Direct, says High Court

Delaware State Constitution Interpreted

Dismissal Too Draconian A Penalty For Discovery Flaws

Supreme Court Affirms Chancery Opinion on Stock Issuance

Supreme Court Affirms Contract Interpretation and Application of Preincorporation Agreement Doctrine

Independent Contractor v. Employee

Supreme Court Imposes Attorneys' Fees for Bad Faith Conduct During Litigation

Delaware Investigates Class Action Firm

Equitable Fraud Found But No Fiduciary Relationship and No Commercial Frustration of Contract

Duty Of Insurance Agent/Broker Addressed

Disney Affirmed

Liquidated Damages Upheld and Wage Act Interpreted

Supremes Dismiss Breach of Loyalty and Disclosure Claims; and Judicial Notice Examined

Rejection of Forum Non Conveniens as Basis to Dismiss

Disney Opinion Predictions

Bank of New York held Liable for Civil Conspiracy to steal business from credit agency and Interference with Agency's Prospective Contractual Relationships

Depositions in Delaware

Disney Decision by Delaware Supreme Court

Attorneys' Fees in Trust Litigation

Judgment Not Appealable Pending Application for Fees

Arbitrability Issue Addressed by Supreme Court

Standard for Damages in Disclosure Claims Clarified

Class Requirements Not Met

Legal Ethics and Technology

No Adverse Inference Warranted for Lost Evidence

Waiver of Right to Partition Implied

Business Judgment Rule and Disney Appeal

Contract Interpretation: Specific Term Prevails Over General

Commentary on Disney Oral Argument

Disney at Delaware Supreme Court Today

Delaware Supreme Court's Review of Disney Decision

Disney Oral Argument

Request for Attorneys' Fees Denied

No Conflict between SEC and Delaware Law

Supreme Court Rules on Advancement of Fees

Business Need Not Serve Everyone

Preferred Stock has No Right to Dividends

Attorneys Fees in Derivative Case

Statutory Interpretation

Supreme Court Protects Identity of Writer on Blog

Update on Appeal of Disney Case

Supreme Court Awards Attorneys' Fees

Reverse Merger Not Subject to Transfer Tax

Implied Covenant of Good Faith and Fair Dealing

Supreme Court Rules on Advancement Issue

Revised Technicolor Decision by Supreme Court

Recent Delaware Supreme Court Cases

Delaware Supreme Court Affirms Internal Affairs Doctrine

Trustee Responsible for Mistaken Payments

Cede & Co. v. Technicolor VI--Sixth Appeal Remanded Again

Internal Affairs Doctrine Makes Delaware Law Apply

Supreme Court Affirms Chancery Court in Hollinger case

Book and Records Inspection Denied

Recent Delaware Supreme Court Decision Clarifies