Advancement Claim Addressed in Receivership Context

The Chancery opinion in Andrikopoulos v. Silicon Valley Innovation Company, LLC, C.A. No. 9899-VCP (Del. Ch. July 30, 2015), addressed the priority of an advancement claim in the context of a receivership under Delaware law. Bottom line: The court ruled, on … Continue reading

ABA Journal’s Annual Blog (Blawg) Contest

The ABA Journal is conducting its annual contest of the top legal blogs in the U.S. This hyperlink brings you to the ABA survey page. The full explanation from their website follows: Blawg 100 Amici We’re working on our annual … Continue reading

Chancery Awards Damages Related to Intentionally Low Valuation

The Delaware Court of Chancery’s opinion in Fox v. CDx Holdings, Inc., C.A. No. 8031-VCL (Del. Ch. July 28, 2015), addresses a complex set of facts relating to the liability resulting from the intentionally inaccurate valuation of a spin-off in order … Continue reading

Equitable Standing Exception For Derivative Suits Not Applied

In Re AbbVie Inc. Stockholder Derivative Litigation, C.A. No. 9983-VCG (Del. Ch. July 21, 2015). This Court of Chancery decision addresses the rare situation where equitable circumstances will allow an exception to the standing requirement for filing a derivative suit, … Continue reading

Chancery Addresses Dilution Claims

Capella Holding, Inc. v. Anderson, C.A. No. 9809-VCN (Del. Ch. July 8, 2015), is a Delaware Court of Chancery decision that addresses recurring corporate litigation issues that make it a useful addition to the litigator’s toolbox (even as a duplicate), … Continue reading

Ambiguous Contract Bars Summary Judgment

In Cyber Holding LLC v. CyberCore Holding, Inc., C.A. No. 7369-VCN (Del. Ch. July 8, 2015), the Delaware Court of Chancery provides a useful exercise in contract interpretation regarding whether the buyer or the seller of a business would be … Continue reading

Chancery Has Jurisdiction to Enjoin Potentially Unconstitutional Statute

The recent Delaware Court of Chancery decision in Doe v. Coupe, C.A. No. 10983-VCP (Del. Ch. July 14, 2015), clarifies the basis for equitable jurisdiction needed in order for the Court of Chancery to hear a claim that the state … Continue reading

Chancery Rejects Two Separate M&A Settlements on Same Day

Two rejections by the Delaware Court of Chancery last week, on the same day, of two separate proposed settlements of two unrelated class actions challenging a merger, were reported by The Chancery Daily, Professor Bainbridge and Alison Frankel of Thomson Reuters. The … Continue reading

Fraud and Fiduciary Duty Claims Survive Against Seller of Business

In an article for the current issue of the Delaware Business Court Insider, I discussed a recent opinion by the Delaware Court of Chancery that denied a motion to dismiss claims against the seller of a business. Those claims included allegations … Continue reading

Interfacing of DGCL Section 141(e) and the Business Judgment Rule

Professor Stephen Bainbridge, one the nation’s leading corporate law scholars, who is often cited in Delaware opinions, addresses the titular issue in a blog post today, and invites commentary. Specifically, the good professor begins the discussion as follows: I’m pondering the … Continue reading