Archives: Chancery Court Updates

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Challenge to State Bid Dispute Denied

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. A recent Chancery decision provides guidance for attorneys seeking injunctive relief in connection with a bid dispute for a state contract pursuant to 9 Del. C. § 4725.  Charlie’s Waste Services, LLC v. Kent County Levy Court, C.A. No. 2017-0283-JRS … Continue Reading

Chancery Allocates Merger Consideration Among Common and Preferred Stockholders

This post was prepared by Brian E. O’Neill, Esq. of Eckert Seamans. The Court of Chancery recently allocated merger consideration among common and preferred stockholders in an appraisal action involving no disputed facts. In In Re Appraisal of Goodcents Holdings, Inc., C.A. No. 11723-VCMR (Del. Ch. June 7, 2017), Vice Chancellor Montgomery-Reeves interpreted the certificate … Continue Reading

Chancery Clarifies Distinction Between Defective Corporate Acts and Unauthorized Corporate Acts

A recent Delaware Court of Chancery decision addressed an issue of first impression in connection with the types of “defective” corporate actions that initially were not approved properly, for example, due to lack of stockholder approval, but in some instances can still be ratified. Nguyen v. View, Inc., C.A. No. 11138-VCS (Del. Ch. June 6, 2017).  … Continue Reading

Chancery Denies Motion for Expedited Proceeding on Preliminary Injunction Due to Absence of Irreparable Harm

This post was prepared by Brian E. O’Neill, Esq. of Eckert Seamans. The Court of Chancery recently denied a plaintiff’s motion to expedite her preliminary injunction motion, which sought to delay a June 8, 2017 stockholders’ vote on Yahoo’s decision to sell its operating business to Verizon for $4.8 billion.  In Buch v. Filo, C.A. No. 10933-VCL … Continue Reading

Chancery Imposes Detailed Remedy For Litigants’ “Untimely and Unreliable” Discovery Representations

This post was prepared by Brian E. O’Neill, Esq. of Eckert Seamans. This Order is a must read for all counsel who practice before the Court of Chancery. The Court has once again expressed its intolerance for abusive and less than candid discovery practices.  In In Re Oxbow Carbon LLC Unitholder Litigation, C.A. No. 12447-VCL … Continue Reading

Chancery Grants Mandatory Injunctive Relief Based On Violation of Contract Terms

This post was prepared by Brian E. O’Neill, Esq. of Eckert Seamans. The Court of Chancery recently granted a mandatory injunction compelling the return of nine domain websites which had inadvertently been transferred to another entity. In Friendfinder Networks Inc. and Various, Inc. v. Penthouse Global Media, Inc., C.A. No. 12436-VCMR  (Del. Ch. May 26, 2017), … Continue Reading

Unocal Claim Does Not Satisfy Rule 23.1

The Court of Chancery recently issued a thorough opinion explaining why a complaint that pleads a Unocal claim does not, per se, satisfy the pre-suit demand excusal requirements of Rule 23.1.  In Ryan v. Armstrong, Del. Ch., C.A. No. 12717-VCG (Del. Ch., May 15, 2017), the court addressed a claim related to the failed transaction … Continue Reading

Court Rules That Decision by an Independent Auditor is Not an Arbitration Award

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. A recent Chancery decision provides guidance regarding when the decision by an independent party appointed to resolve post-closing adjustments can be used as an arbitration award that can be turned into a judgment of the court.  Fraud claims in the context … Continue Reading

Chancery Grants Section 220 Demand

The Court of Chancery issued an important decision a few days ago for those who need to understand the latest nuances of Delaware law involving DGCL Section 220.  Readers of these pages for the last 12 years have seen highlights of a plethora of rulings supporting the view that demands pursuant to Section 220 are … Continue Reading

Chancery Instructs on Best Practice for Motion to Compel and Need to be Forthcoming with Document Production

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In a recent transcript ruling in the case styled Doctors Pathology Servs., PA v. Gerges, C.A. No. 11457-CB, transcript (Del. Ch. Feb, 15, 2017), Chancellor Bouchard provides additional guidance to attorneys seeking to file motions to compel discovery in the Delaware Court of Chancery.  This ruling … Continue Reading

Chancery Orders Company to Supplement Disclosure Statement in Connection with Proposed Merger Transaction

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In a recent letter opinion in the case styled Vento v. Curry, C.A. No. 2017-0157-AGB, Chancellor Bouchard granted the plaintiff’s motion to preliminarily enjoin a stockholder vote until information regarding the company’s financial advisor’s interests had been fully disclosed. Background: Consolidated Communications Holdings, Inc.’s (the … Continue Reading

Chancery Applies Fitracks Procedures to Challenged Advancement Award

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. Last month, in a comprehensive advancement decision captioned White v. Curo Texas Holdings, LLC, C.A. No. 12369-VCL (Del. Ch. Feb. 21, 2017), the Delaware Court of Chancery applied what has become known in Delaware as the “Fitracks Procedures” to determine the appropriate amount of an … Continue Reading

Court Rejects Post-Closing Adjustment Claim

The Court of Chancery recently explained in a post-trial opinion why a post-closing adjustment claim seeking a milestone payment was rejected in light of a careful examination of the meaning of an ambiguous term in the milestone trigger provision. This opinion is helpful for those who want insights into how a Delaware court applies contract interpretation principles … Continue Reading

Chancery Enforces Key Litigation Rules

Why this ruling is noteworthy: All those who litigate in the Delaware Court of Chancery need to read an important opinion issued yesterday that enforces key litigation rules by way of granting a motion to compel discovery replies. The court, in the case styled In Re Oxbow Carbon LLC Unitholder Litigation, Consol. C.A. No 12447-VCL … Continue Reading

Chancery Orders Predictive Coding to Assist E-Discovery Process

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. The Chancery Daily recently reported on the Court’s order in OSI Restaurant Partners, LLC v. United Ohana, LLC, C.A. No. 12353-CB (Del. Ch. Jan. 27, 2017) (Order), requiring the parties to use predictive coding to assist the plaintiff in expeditiously producing responsive documents. As is … Continue Reading
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