Chancery Rejects Request for Specific Performance of Oral Agreement

Pulieri v. Boardwalk Properties, LLC, C.A. No. 9886-CB (Del. Ch. Feb. 18, 2015). This Court of Chancery decision provides a primer on specific performance, unjust enrichment, laches and the rule against perpetuities, and also provides another reminder, as if any … Continue reading

Leading Plaintiff in Deal Litigation

Readers of these pages are aware that over 90% of major deals are the subject of litigation challenging various aspects of mergers. Tom Hals of Reuters provides an insightful article about a plaintiff who often appears in many such suits, which … Continue reading

Chancery Addresses Fiduciary Duty and Appraisal Claims in Dole Case

In re Dole Food Co.. Stockholder Litig., No. 8703; In re Appraisal of Dole Food Co., No. 9079, order denying motion for summary judgment filed (Del. Ch. Jan. 21, 2015). The Delaware Court of Chancery is scheduled imminently to hear … Continue reading

Chancery Dismisses Fiduciary Duty Claims in Alternative Entity Context

Lewis v. Aimco Properties, L.P., C.A. No. 9934-VCP (Del. Ch. Feb. 10, 2015). This short opinion from the Delaware Court of Chancery is notable for its discussion and rejection of a claim that fiduciary duties were owed in the context … Continue reading

Chancery Grants Petition to Dissolve Deadlocked Corporation

In The Matter of Bermor, Inc., C.A. No. 8401-VCL (Del. Ch. Feb. 9, 2015).  This Delaware Court of Chancery opinion is noteworthy for its pithy analysis of a petition to dissolve a deadlocked corporation pursuant to DGCL Section 273, which is … Continue reading

Delaware’s Chief Justice Pens M&A Article

Delaware’s Chief Justice, Leo Strine, Jr., has written an article entitled: “Documenting the Deal:  How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone”. Abstract:  This article addresses what legal and financial advisors can do to … Continue reading

Update on Delaware Law Impacting D&O Liability

The Professional Liability Underwriting Society is sponsoring a two-day seminar, with an emphasis on D&O insurance, in New York City on Feb. 4, 2015, which includes a panel entitled: What’s Hot in Delaware: Recent Decisions Impacting the Boardroom I will … Continue reading

Annual Review of Key Delaware Corporate Decisions

This is the tenth year that we are providing our annual review of the key corporate and commercial decisions from Delaware’s Supreme Court and Court of Chancery. This year we decided to pick only the top five among the more … Continue reading

Chancery Analyzes Statutory Basis for Validity of Bylaws and Director Action

Sinchareonkul v. Fahnemann, C.A. No. 10543-VCL (Del. Ch. Jan. 22, 2015). Several aspects of this Court of Chancery opinion make it noteworthy.  First, this declaratory judgment action seeking to invalidate bylaws that confer disproportionate voting power on certain directors, addresses … Continue reading

Interview with Chancellor Bouchard of the Delaware Court of Chancery

Chancellor Andre Bouchard of the Delaware Court of Chancery was interviewed yesterday by a publication called Town Square Delaware about the transition from corporate litigator to jurist, and related questions. The exchanges of questions and answers provides a helpful insight for those … Continue reading