Professor Bainbridge on Fee-Shifting Bylaws

Professor Stephen Bainbridge‘s corporate law scholarship is often cited by Delaware’s Supreme Court and Court of Chancery in their corporate law opinions. The good professor is a friend of this blog and one of the most prolific corporate law experts in the … Continue reading

Fiduciary Duty of Loyalty Examined in Selective Waiver of Stock Restrictions

Lee v. Pincus, C.A. No. 8458-CB (Del. Ch. Nov. 14, 2014). Why This Chancery Opinion is Noteworthy: The Chancellor provides in this Court of Chancery decision a useful overview of several key statements of Delaware law with widespread applicability in … Continue reading

Chancery Addresses Latest Stage in Allergan Control Contest

In re Allergan Inc. Stockholder Litigation, No. 9609, 2014 WL 5791350 (Del. Ch. Nov. 7, 2014). This opinion of the Delaware Court of Chancery addresses issues related to director’s duties of disclosure as well as ripeness in the context of … Continue reading

Supreme Court Justice Authors Article on Current Bylaw Issues

Justice Henry duPont Ridgely of the Delaware Supreme Court recently authored an article on one of the most timely issues in corporate litigation today: bylaw amendments that include fee-shifting and forum selection clauses. His Honor prepared the article based on … Continue reading

Article on Recent Chancery Decision on Forum Selection Bylaws

My article entitled: Directors Given More Authority to Limit Multi-Forum Litigation, appeared in the November/December issue of NACD Directorship, a publication of the National Association of Corporate Directors. This regular short column discusses the recent Court of Chancery decision in City of Providence … Continue reading

Chancery Addresses Scope of Subpoena on Subsidiary for Documents from Corporate Parent

Theravectys SA v. Immune Design Corp., C.A. No. 9950-VCN (Del. Ch. Oct. 31, 2014). This Court of Chancery opinion is useful for those engaged in Delaware corporate litigation to the extent that it clarifies when a subpoena served on a subsidiary can … Continue reading

Plaintiff in Delaware Supreme Court Decision Featured in TV Interview

Doe v. Wilmington Housing Authority, is the name of a 2014 Delaware Supreme Court en banc unanimous decision that recognized the right to bear arms outside one’s home based on the Delaware State Constitution, Article I, Section 20. The gist … Continue reading

Chancery Denies Motion to Dismiss and Describes Measure of Damages for Stockholder Denied Shares

Mehta v. Smurfit-Stone Container Corp., C.A. No. 6891-VCL (Del. Ch. Oct. 20, 2014).  This case is noteworthy for its description of the measure of damages that are potentially available for a stockholder who is wrongfully denied shares. Background: This decision … Continue reading

Chancery Addresses Equitable Jurisdiction and First-Filed Rule

Willis v. PCA Pain Center of Virginia, Inc., C.A. No. 9006-VCN (Del. Ch. October 20, 2014). This Chancery decision is noted for its usefulness in the toolbox of those who practice corporate and commercial litigation in Delaware, for two nuanced … Continue reading

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