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

Delaware Supreme Court’s Latest Iteration of Implied Covenant of Good Faith and Fair Dealing

Nationwide Emerging Managers, LLC v. Northpointe Holdings, LLC, No. 441, 2014 (Del. Supr., Mar. 18, 2015). This Delaware Supreme Court opinion is notable for at least the following reasons: (i) it provides the latest iteration of Delaware law on the … Continue reading

Delaware’s Chief Justice Pens M&A Article

Delaware’s Chief Justice, Leo Strine, Jr., has written an article entitled: “Documenting the Deal:  How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone”. Abstract:  This article addresses what legal and financial advisors can do to … Continue reading

Annual Review of Key Delaware Corporate Decisions

This is the tenth year that we are providing our annual review of the key corporate and commercial decisions from Delaware’s Supreme Court and Court of Chancery. This year we decided to pick only the top five among the more … Continue reading

Appeal Pending on Ability of Independent Directors to Be Dismissed Early in Suit

Two recent cases involving the ability of independent directors to be dismissed early in a case involving a challenged transaction are the subject of two separate interlocutory appeals from Chancery to the Delaware Supreme Court. Frank Reynolds of Thomson Reuters … Continue reading

Supreme Court Reverses Chancery on Section 220 Forum Issue

United Technologies Corp. v. Treppel,  Del. Supr., No. 127, 2014 (Dec. 23, 2014). This Delaware Supreme Court decision reversed a Chancery decision on the issue of whether a company could insist as a prerequisite, prior to producing documents pursuant to DGCL … Continue reading