Delaware Supreme Court’s Latest Iteration of Implied Covenant of Good Faith and Fair Dealing

Nationwide Emerging Managers, LLC v. Northpointe Holdings, LLC, No. 441, 2014 (Del. Supr., Mar. 18, 2015). This Delaware Supreme Court opinion is notable for at least the following reasons: (i) it provides the latest iteration of Delaware law on the … Continue reading

Chancery Rejects Forum Non Conveniens Argument

Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp., C.A. No. 10004-VCG (Del. Ch., Mar. 18, 2015). This Court of Chancery decision is noteworthy for two main points that should be of interest to those engaged in corporate and commercial … Continue reading

Chancery Denies Preliminary Injunction Request

Theravectys SA v. Immune Design Corp., C.A. No. 9950-VCN (Del. Ch. Mar. 8, 2015), is a Delaware Chancery opinion that may be useful for its application of the well-worn prerequisites that must be satisfied for obtaining preliminary injunctive relief. The … Continue reading

Default Judgment Entered Against Non-Appearing Defendant Directors

In re Puda Coal Inc. Stockholders Litigation, No. 6476, 2015 WL 935322 (Del. Ch. Mar. 4, 2015). This Delaware Chancery ruling imposed a default judgment against director defendants who reside in China. One decision in the several prior proceedings in … Continue reading

Chancery Denies Stockholder Demand for Section 220 Records

Fuchs Family Trust v. Parker Drilling Company, C.A. No. 9986-VCN (Del. Ch. March 4, 2015). This opinion of the Delaware Court of Chancery analyzes a stockholder demand pursuant to DGCL Section 220 seeking information concerning violations by the company of … Continue reading

Chancery Enforces Deposition Practice Standards

In my recent ethics column for The Bencher, I highlight a recent decision of the Delaware Court of Chancery in the Dole case that enforces standards of conduct for deposition practice. In addition to interpreting Court of Chancery Rule 37 as … Continue reading

Delaware Proposes New Fee-Shifting and Forum Selection Legislation

Legislation is being proposed to ask the Delaware Legislature to limit the ability of corporations to adopt fee-shifting provisions in their charter and bylaws, but to provide additional support for adopting forum selection clauses in those same corporate documents. The proposed legislation … Continue reading

Chancery Decides: Expert Witness Must Be Individual–Not Entity

In Re: Dole Food Co., Inc., Stockholder Litigation, Cons., CA. No. 8703-VCL (Del. Ch. Feb. 27, 2015). This Delaware Court of Chancery opinion concluded after careful reasoning that in order to serve as an expert witness, one must have a … Continue reading

Chancery Allows Law Firm to Intervene for Purposes of Collecting Fees

Sutherland v. Sutherland, C.A. No. 2399-VCN (Del. Ch. Feb. 27, 2015). This Chancery letter ruling should be of interest to all lawyers to the extent that it permitted a law firm to intervene in a case in order to assert a … Continue reading

Delaware Issue of First Impression: Statutory Appraisal Rights Not Waived

Halpin v. Riverstone National, Inc., C.A. No. 9796-VCG (Del. Ch. Feb. 26, 2015). This Court of Chancery opinion addressed an issue of first impression in Delaware:  whether common stockholders can by contract ex ante, waive the right to seek statutory … Continue reading