Exculpation of Independent Directors Headed for Appellate Review

This post was prepared by Aimee M. Czachorowski. An interlocutory appeal has recently been granted in the Delaware Court of Chancery case of In re Cornerstone Therapeutics, Inc., Cons. C.A. No. 8922-VCG (Del. Ch. Sept. 26, 2014), on the issue of … Continue reading

Non-Signatory LLC Members Bound By Operating Agreement

Seaport Village Ltd. v. Seaport Village Operating Company, LLC, et al., C.A. No. 8841-VCL (Del. Ch. Sept. 24, 2014). This decision by the Delaware Court of Chancery highlights a counterintuitive statutory rule. The Delaware LLC Act provides that each LLC member, and the … Continue reading

Update on Fee-Shifting Bylaw Issue in Pending Chancery Case

Recent activity in the Delaware Court of Chancery has followed the Delaware Supreme Court’s May 2014 decision in ATP Tour, Inc v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014), highlighted on these pages, which upheld a fee-shifting bylaw, at least … Continue reading

Dismissal Denied for Disinterested Directors When Entire Fairness Applies to Transaction

In re Cornerstone Therapeutics Inc. Stockholders Litigation, Cons. C.A. No. 8922-VCG (Del. Ch. Sept. 10, 2014). This Chancery decision is noteworthy for its analysis of the applicable standard for a motion to dismiss members of a special committee when the challenged … Continue reading

Chancery Applies Comity to Stay Litigation

In Scott v. Dandero, C.A. No. 9041-VCG (Del. Ch. Sept. 8, 2014), the Court of Chancery applied general principles of comity and judicial efficiency to deny a request to lift a stay of a case before it involving parties and issues … Continue reading

Chancery Upholds Forum Selection Clause Outside Delaware

City of Providence v. First Citizens BancShares Inc., et al., No. 9795, 2014 WL 4409816 (Del. Ch. Sept. 8, 2014). The Delaware Court of Chancery upheld the forum selection clause of the bylaws of a Delaware corporation that requires most … Continue reading

Chancery Rejects Reargument of Prior Decision on Advancement Claims

Pontone v. Milso Indus. Corp., et al., C.A. No. 7615-VCP, letter op. (Del. Ch. Sept. 3, 2014).  This decision denied a motion for reargument of an opinion regarding advancement of fees pursuant to DGCL section 145 available to officers and directors. … Continue reading

First Filed Rule Applied to Arbitration Claim

LG Electronics, Inc. v. Interdigital Communications, Inc., C.A. No. 9747-VCL (Del. Ch. Aug. 20, 2014). This decision applied the familiar first-filed rule, also known as the McWane Doctrine, to a first filed arbitration claim. The court dismissed a complaint that … Continue reading

Notice Required Prior to Payment by Corp for Mooted Claims

In Re Astex Pharmaceuticals, Inc. Stockholders Litigation Cons., C.A. No. 8917-VCL (Del. Ch. Aug. 25, 2014). This short letter ruling required the parties to comply with the notice provisions explained in a prior Chancery decision in connection with their request that … Continue reading

Chancery Addresses Advancement and Indemnification of Corporate Officer

In Pontone v. Milso Industries Corp., C.A. No. 8842-VCP (Del. Ch. Aug. 22, 2014), the Delaware Court of Chancery addressed the rights to advancement and indemnification of attorneys’ fees for a corporate officer pursuant to both DGCL Section 145 and … Continue reading