Johnston on Advancement and Indemnification of Directors and Officers

William Johnston, one of Delaware’s premier practitioners of corporate litigation, is the lead author of a treatise recently published by Bloomberg BNA on the law of advancement and indemnification of directors and officers as well as insurance and exculpation as … Continue reading

Chancery to Decide Advancement Issue for CEO of Coal Mining Company

The Delaware Court of Chancery is scheduled to hear post-trial oral argument in connection with its expected ruling on a claim for advancement by the ex-CEO of Massey Energy, a coal mining company, who is scheduled to go on trial … Continue reading

Chancery Applies Non-Exclusive Forum Selection Clause; Denies Motion to Dismiss

Utilipath, LLC v. Baxter McLindon Hayes, Jr., C.A. No. 9922-VCP (Del. Ch., Apr. 14, 2105), is a short Chancery opinion notable for a few short reasons: In light of a non-exclusive forum selection clause pursuant to which the parties agreed … Continue reading

Director Advancement and Indemnification Rights

The Delaware law of advancement and indemnification for directors and officers is not for the fainthearted. Much of the statutory interpretation in the case law is counterintuitive. Each year the ABA Business and Corporate Litigation Committee publishes recent developments in the … Continue reading

Divided Supreme Court Upholds First-Filed Rule

The Delaware Supreme Court provided this week the latest iteration of Delaware law on the first-filed rule and whether a particular issue is covered by an arbitration clause. Over a vigorous dissent, Delaware’s high court affirmed a decision of the … Continue reading

Injunctive Relief Denied for Alleged Misuse of Customer Lists

The Delaware Court of Chancery recently addressed an issue that commonly appears in corporate and commercial litigation:  the alleged misuse of customer lists by someone other than the company who created the list.  In American Messaging Services LLC v. DocHalo, … Continue reading

Chancery Vacates TRO

In contrast to the decision in the American Messaging Services ruling  by the same Vice Chancellor on the same date, highlighted here on these pages, in AM General Holdings LLC v. The Renco Group, Inc., C.A. No. 7639-VCN (Del. Ch. Apr. 9, … Continue reading

Bylaws Mandating Arbitration of Stockholder Disputes

Bylaws mandating arbitration of stockholder disputes and the related issue of forum selection clauses in bylaws are the topics covered in a recent law review article written by Claudia H. Allen that appears in the current issue of the Delaware … Continue reading

Familial Relationships and Controlling Stockholders

An appeal pending before the Delaware Supreme Court addresses the impact of familial relationships on the independence of directors, as well as the classification of a group of stockholders as controlling stockholders for purposes of determining both pre-suit demand and … Continue reading

Successor Corporation Not Bound By Agreement of Former Parent Entity

Miramar Police Officers’ Retirement Plan v. Murdoch, C.A. No. 9860-CB (Del. Ch., Apr. 7, 2015). This Delaware Court of Chancery opinion addresses a dispute over whether a corporation created as part of a spin-off transaction is bound by provisions in … Continue reading