Corporate Benefit Doctrine Not Applicable to Volunteers

Raul v. Astoria Financial Corporation, C.A. No. 9169-VCG (Del. Ch. June 20, 2014). Issue Addressed: Whether attorneys’ fees were appropriate under the corporate benefit doctrine when the court considered the benefit to be in the nature of volunteer help, and … Continue reading

Nuances on Advancement of Fees for Counterclaims Against Directors and Officers

Pontone v. Milso Industries Corp., C.A. No. 7615-VCP (Del. Ch. May 29, 2014). Issue Addressed: The appropriate standard to apply to determine whether counterclaims are covered for purposes of a former director’s entitlement to advancement of attorneys’ fees. Short Background … Continue reading

Chancery Awards Fees For First Time Based on Delaware Computer Misuse Act

Wayman Fire Protection, Inc. v. Premium Fire & Security, LLC, C.A. No. 7866-VCP (Del. Ch. June 27, 2014).  This Delaware Court of Chancery ruling is noteworthy for at least two reasons: (I) it applies a powerful tool that businesses can use against competitors … Continue reading

Delaware Court of Chancery Examines Nuances of Implied Covenant of Good Faith

In re: El Paso Pipeline Partners, L.P. Derivative Litigation, C.A. No. 7141-VCL (Del. Ch. June 12, 2014). Key Issue Addressed:  This Delaware Court of Chancery opinion examines in 51-pages the nuances of the implied covenant of good faith in the … Continue reading

Delaware Usury Rate and Post-Judgment Interest Rate Examined

Sequoia Presidential Yacht Group LLC v. FE Partners, LLC, C.A. No. 8270-VCG (Del. Ch. June 12, 2014). Issue Addressed:  This letter ruling provides a useful review of the Delaware Usury Statute relating to the maximum interest rate permitted by law … Continue reading

Chancery Reforms Contract to Insert Missing Terms

Miller v. National Land Partners, LLC, C.A. No. 7977-VCG (Del. Ch. June. 11, 2014). The Delaware Court of Chancery explains in this 42-page opinion why it granted reformation of a contract in order to insert terms that the Court found the parties intended to … Continue reading

Chancery Clarifies Prerequisites to Advancement and Indemnification

Rizk v. TractManager, Inc., C.A. No. 9073-ML (Del. Ch. May 30, 2014). This Court of Chancery Master’s Report decided cross-motions for summary judgment involving indemnification and advancement.  The most noteworthy aspects of the opinion include the analysis of the phrase “by reason … Continue reading

Chancery Updates Delaware Law on Stockholder Requests for Books and Records

The Ravenswood Investment Company, L.P. v. Winmill & Co. Incorporated, C.A. No. 7048-VCN (Del. Ch. May 30, 2014). This Court of Chancery decision is noteworthy because it addresses for the first time the issue of whether the production pursuant to DGCL … Continue reading

Chancery Addresses Vote-Buying and Written Consents in Lieu of Meetings

Flaa v. Montano, C.A. No. 9146-VCG (Del. Ch. May 29, 2014) This Court of Chancery decision should be read by anyone interested in the latest iteration of Delaware law on the topics of alleged vote-buying and the disclosures that are required … Continue reading

Investiture Ceremony for Chancellor Bouchard

We previously noted on these pages that the Delaware Senate confirmed the Governor’s nomination of Andre Bouchard as Chancellor for the Court of Chancery, several weeks ago. Earlier this month he was sworn in but yesterday was the public investiture … Continue reading