Contract-Based Award of Attorneys’ Fees

 ReCor Medical, Inc. v. Warnking, C.A. No. 7387-VCN (Del. Ch. May 14, 2014). This letter opinion provides a helpful analysis of how the Court of Chancery awards attorneys’ fees based on a contract that provides for fees to be awarded … Continue reading

Expedited Trial in Section 225 Case Upheld

 Salvatore v. Visenergy, Inc., C.A. No. 10108-CB (Del. Ch. Oct. 6, 2014). This short letter ruling is noteworthy in passing as a reminder that in Section 225 cases, a trial date will often be scheduled within 60 days of filing … Continue reading

Nuances of Advancement of Fees for Compulsory Counterclaims

Pontone v. Milso Industries Corp., C.A. No. 7615-VCP (Del. Ch. Oct. 6, 2014). Why This Case is Important:  This decision of the Delaware Court of Chancery granted interlocutory appeals requested by both parties due to the arguable inconsistency in cases … Continue reading

30th Annual Distinguished Lecture in Law

Delaware and the Development of Corporate Governance The Delaware Journal of Corporate Law of Widener Law Delaware presents the 30th Annual Francis G. Pileggi Distinguished Lecture in Law Delaware and the Development of Corporate Governance Professor Brian R. Cheffins S.J. Berwin Professor … Continue reading

Section 220 Demand Rejected As Time-Barred

Wolst v. Monster Beverage Corp., C.A. No. 9154-VCN (Del. Ch. Oct. 3, 2014), this post-trial Chancery ruling is a another example of why a demand for books and records based on DGCL Section 220 is often an unpredictable exercise, and … Continue reading

New Section 220 Books and Records Decision Applies Wal-Mart to Allow Production

Oklahoma Firefighters Pension & Retirement System v. Citigroup Inc., No. 9587, final report issued (Del. Ch. Sept. 30, 2014). This decision by a Master in Chancery is of importance to the extent it is the first trial court decision to apply the … Continue reading

Exculpation of Independent Directors Headed for Appellate Review

This post was prepared by Aimee M. Czachorowski. An interlocutory appeal has recently been granted in the Delaware Court of Chancery case of In re Cornerstone Therapeutics, Inc., Cons. C.A. No. 8922-VCG (Del. Ch. Sept. 26, 2014), on the issue of … Continue reading

Non-Signatory LLC Members Bound By Operating Agreement

Seaport Village Ltd. v. Seaport Village Operating Company, LLC, et al., C.A. No. 8841-VCL (Del. Ch. Sept. 24, 2014). This decision by the Delaware Court of Chancery highlights a counterintuitive statutory rule. The Delaware LLC Act provides that each LLC member, and the … Continue reading

Update on Fee-Shifting Bylaw Issue in Pending Chancery Case

Recent activity in the Delaware Court of Chancery has followed the Delaware Supreme Court’s May 2014 decision in ATP Tour, Inc v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014), highlighted on these pages, which upheld a fee-shifting bylaw, at least … Continue reading

Dismissal Denied for Disinterested Directors When Entire Fairness Applies to Transaction

In re Cornerstone Therapeutics Inc. Stockholders Litigation, Cons. C.A. No. 8922-VCG (Del. Ch. Sept. 10, 2014). This Chancery decision is noteworthy for its analysis of the applicable standard for a motion to dismiss members of a special committee when the challenged … Continue reading