Chancery Dismisses Claim of Excessive Compensation

Friedman v. Dolan, C.A. No. 9425-VCN (Del. Ch. June 30, 2015), is a Delaware Court of Chancery decision that should be read by anyone who thinks they should be able to challenge allegedly excessive compensation packages granted to members of … Continue reading

Dispute on Advancement of Fees to Corporate Directors; Court Requires Discussion During a Meal

Advancement of fees to corporate directors has been the focus of many decisions of Delaware’s Supreme Court and Court of Chancery that have been highlighted on these pages over the last ten years. Both the statute and the cases that … Continue reading

New Law Signed to Limit Fee-Shifting and Enforce Delaware Forum Selection

The Delaware Governor today signed legislation discussed on these pages previously, that: (i) limits the ability to provide, in bylaws or a corporate charter, for the imposition of fee-shifting on plaintiffs who sue corporations or their directors/officers; and (ii) validates the selection of … Continue reading

Chancery Addresses Conflicting Representation of Director by Counsel for Adverse Party

Partners Healthcare Solutions Holdings, L.P. v. Universal American Corp., C.A. No. 9593-VCG (Del. Ch. June 17, 2015). This Delaware Chancery decision provides useful guidance on a situation involving a director who was designated by a major stockholder pursuant to an … Continue reading

Dissolution of Profitable LLC Granted Despite Agreement Barring Voluntary Dissolution

Meyer Natural Foods LLC v. Duff, C.A. No. 9703-VCN (Del. Ch., June 4, 2015). This Court of Chancery letter ruling is noteworthy to the extent that the Court granted dissolution of an LLC despite: (i) no deadlock (one member owned 51%); (ii) an ongoing profitable … Continue reading

Chancery Awards Fees Based on “Gross Value of Settlement”

In re Jefferies Group, Inc. Shareholders Litigation, Cons. C.A. No. 8059-CB (Del. Ch. June 5, 2015). This Delaware Court of Chancery letter ruling describes the standards that apply to a request for attorneys’ fees in connection with the settlement of … Continue reading

Claim Based on Disclosure of Confidential Data Allowed to Proceed

Akzo Nobel Codings Inc. v. The Dow Chemical Company, C.A. No. 8666-VCP (Del. Ch. June 5, 2015). This Delaware Court of Chancery opinion is useful for its analysis of a claim for breach of a contractual duty to maintain the … Continue reading

Chancery Interprets Rule 54(b)

Policemen’s Annuity and Benefit Fund of Chicago, Illinois v. DV Realty Advisors LLC, C.A. No. 7204-VCN (Del. Ch. May 28, 2015). This letter ruling is useful for purposes of discussing the criteria that the court will apply to determine whether the … Continue reading

Court Rejects Effort to Disqualify Appraiser Ex Ante

A new Delaware Chancery ruling is useful for its analysis of when a prospective member of an arbitration panel, or in this case an appraiser, should be disqualified based on a prior relationship with one of the law firms or the parties involved in the … Continue reading

New Rules for Delaware Rapid Arbitration Act

Delaware’s newly adopted Rapid Arbitration Act, as previously explained on these pages, is intended to provide a procedure for expedited resolution of major commercial disputes, as an alternative to conventional corporate and commercial litigation, with assistance from the Court of Chancery … Continue reading