U.S. Supreme Court Declines to Hear Appeal of Chancery Arbitration Program

As previously reported on these pages, the U.S. Court of Appeals for the Third Circuit found that a confidential arbitration program sponsored by the Court of Chancery for major business disputes ran afoul of the U.S. Constitution. The U.S. Supreme … Continue reading

Advance Waiver of Future Conflicts Upheld by Federal Court

For my regular ethics column for the current issue of The Bencher, the national publication of the American Inns of Court, I wrote an article about a recent federal court decision that upheld the enforceability of a waiver, in advance, … Continue reading

Delaware’s Demand Futility Test Used by High Court of Marshall Islands

As we have noted from time to time, other jurisdictions are very interested in and follow Delaware corporate law in deciding cases.  This post is a follow-up to a December 2011 post about a decision issued by the High Court of … Continue reading

Third Circuit Court of Appeals Certifies Question to Delaware Supreme Court

Doe v. Wilmington Housing Authority, No. 12-3433 (3rd. Cir., July 18, 2013) In essence: This recent decision of the U.S. Court of Appeals for the Third Circuit is somewhat off topic for this blog, but the issue it addresses should be of universal … Continue reading

U.S. Supreme Court Court’s Decision In Criminal Case Has Implications For Directors And Officers

This post comes from Frances Goins of Ulmer & Berne in Cleveland.  Frances is the Chair of the ABA Business Law Section’s Subcommittee on Developments in D&O Liability. On June 16, 2013, the U.S. Supreme Court handed down its decision … Continue reading

Delaware Holding Company Recognized for Jurisdictional Purposes

Johnson v. Smithkline Beecham Corp., 2013 U.S. App. LEXIS 11501 (3d Cir. June 7, 2013). Issue Addressed: For purposes of diversity jurisdiction, should a holding company’s citizenship be defined by the activities of its limited liability company (LLC) subsidiary given that … Continue reading

U.S. Supreme Court Addresses Discharge of Judgment for Breach of Fiduciary Duty

Bullock v. BankChampaign, N.A., No. 11-1518, 2013 U.S. LEXIS 3521 (U.S. May 13, 2013) Issue Addressed: This U.S. Supreme Court opinion considered whether a director found liable for a breach of fiduciary duty could discharge his debts related to that … Continue reading

Appellate Court Addresses Advancement of Defense Costs in Criminal Proceeding

A recent California appellate court decision, Mt. Hawley Insur. Co. v. Lopez, addresses an important topic regarding the advancement of defense costs when a director or officer is facing criminal prosecution.  The decision was sent to us by our friends Fran … Continue reading

Bankruptcy Court Applies Laches, Not Statute of Limitations to Professionals Who Allegedly Conspired With Fiduciaries

Miller v. Kirkland & Ellis LLP, Adv. No. 12-50713 (PJW) (Bankr. D. Del. Oct. 2, 2012). Tara Lattomus of Eckert Seamans prepared this case summary. Issue Addressed Whether the two year statute of limitations or the equitable doctrine of laches … Continue reading

District Court Disqualifies Firm Due to Client Representation of Over 15 Years Ago

We have written frequently on these pages about decisions that have addressed potential conflicts of interest in the litigation context, both real and imagined, in the state and federal courts. See, e.g., cases and articles on these pages here. The U.S. … Continue reading