Court Awards Fees Based on Corporate Benefit Doctrine

Sutherland v. Sutherland, C.A. No. 2399 -VCN (Del Ch. July 31, 2014). This Delaware Court of Chancery decision involving a long-running internecine legal battle among family members who own and manage related corporations, is noteworthy because it applies the corporate … Continue reading

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