Independent Directors Have New Ammunition to Obtain Dismissal of Suits

A recent Delaware Supreme Court decision that provides independent directors with a new basis to be dismissed from lawsuits against them, was highlighted in my latest article published in Directorship, the magazine of the National Association of Corporate Directors. The case … Continue reading

Supreme Court Interprets Advance Notice Bylaws

Hill International, Inc. v. Opportunity Partners L.P., , Del. Supr., 305, 2015 (Del. July 2, 2015). This Delaware Supreme Court opinion should be read by anyone interested in the latest iteration of Delaware law on advance notice bylaws. A few bullets … Continue reading

Supreme Court Addresses Direct v. Derivative Claim in Contractual Context

NAF Holdings, LLC v. Li & Fung (Trading) Limited, Del. Supr., No. 641, 2014 (Del. June 24, 2015). This Delaware Supreme Court decision held that a party has a direct claim to pursue a breach of contract action for a … Continue reading

Supreme Court Rejects Malicious Prosecution/Fee-Shifting Claim

Blue Hen Mechanical, Inc. v. Christian Brothers Risk Pooling Trust, Del. Supr., No. 589, 2014 (Del. June 15, 2015). This Delaware Supreme Court opinion has practical application for corporate litigators and civil litigators generally, due to the manner in which it addresses: (i) how … Continue reading

New Rules for Delaware Rapid Arbitration Act

Delaware’s newly adopted Rapid Arbitration Act, as previously explained on these pages, is intended to provide a procedure for expedited resolution of major commercial disputes, as an alternative to conventional corporate and commercial litigation, with assistance from the Court of Chancery … Continue reading

Delaware Supreme Court Clarifies Law on Dismissal of Claims Against Directors

The Delaware Supreme Court clarified the types of claims against independent directors that are eligible for a motion to dismiss regardless of the standard of review that applies to those claims. In re Cornerstone Therapeutics Inc. Stockholder Litigation, No. 564, … Continue reading

Supreme Court Opines on Earn-Out Provision

Lazard Technology Partners, LLC v. Qinetiq North America Operations LLC, No. 464, 2014 (Del. Supr., Apr. 23, 2015). The Delaware Supreme Court interpreted a post-closing earn-out provision and determined that the Court of Chancery was correct when it held that … Continue reading

Divided Supreme Court Upholds First-Filed Rule

The Delaware Supreme Court provided this week the latest iteration of Delaware law on the first-filed rule and whether a particular issue is covered by an arbitration clause. Over a vigorous dissent, Delaware’s high court affirmed a decision of the … Continue reading

Familial Relationships and Controlling Stockholders

An appeal pending before the Delaware Supreme Court addresses the impact of familial relationships on the independence of directors, as well as the classification of a group of stockholders as controlling stockholders for purposes of determining both pre-suit demand and … Continue reading

Delaware Supreme Court: Mexican Law Applies

Bell Helicopter Textron, Inc. v. Arteaga, No. 333,2014 (Del. Supr., Apr. 6, 2015). This Delaware Supreme Court decision provides a useful application of principles that determine which jurisdiction’s laws apply to a particular suit with facts involving multiple fora. This split opinion … Continue reading