Chancery Awards Damages Related to Intentionally Low Valuation

The Delaware Court of Chancery’s opinion in Fox v. CDx Holdings, Inc., C.A. No. 8031-VCL (Del. Ch. July 28, 2015), addresses a complex set of facts relating to the liability resulting from the intentionally inaccurate valuation of a spin-off in order … Continue reading

Equitable Standing Exception For Derivative Suits Not Applied

In Re AbbVie Inc. Stockholder Derivative Litigation, C.A. No. 9983-VCG (Del. Ch. July 21, 2015). This Court of Chancery decision addresses the rare situation where equitable circumstances will allow an exception to the standing requirement for filing a derivative suit, … Continue reading

Chancery Addresses Dilution Claims

Capella Holding, Inc. v. Anderson, C.A. No. 9809-VCN (Del. Ch. July 8, 2015), is a Delaware Court of Chancery decision that addresses recurring corporate litigation issues that make it a useful addition to the litigator’s toolbox (even as a duplicate), … Continue reading

Ambiguous Contract Bars Summary Judgment

In Cyber Holding LLC v. CyberCore Holding, Inc., C.A. No. 7369-VCN (Del. Ch. July 8, 2015), the Delaware Court of Chancery provides a useful exercise in contract interpretation regarding whether the buyer or the seller of a business would be … Continue reading

Chancery Has Jurisdiction to Enjoin Potentially Unconstitutional Statute

The recent Delaware Court of Chancery decision in Doe v. Coupe, C.A. No. 10983-VCP (Del. Ch. July 14, 2015), clarifies the basis for equitable jurisdiction needed in order for the Court of Chancery to hear a claim that the state … Continue reading

Chancery Rejects Two Separate M&A Settlements on Same Day

Two rejections by the Delaware Court of Chancery last week, on the same day, of two separate proposed settlements of two unrelated class actions challenging a merger, were reported by The Chancery Daily, Professor Bainbridge and Alison Frankel of Thomson Reuters. The … Continue reading

Fraud and Fiduciary Duty Claims Survive Against Seller of Business

In an article for the current issue of the Delaware Business Court Insider, I discussed a recent opinion by the Delaware Court of Chancery that denied a motion to dismiss claims against the seller of a business. Those claims included allegations … Continue reading

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