Tag Archives: attorneys’ fees

BJR Protected Allegedly Interested Director Transaction; When Section 220 Tolls Statute of Limitations

Sutherland v. Sutherland, C.A. No. 2399-VCN (Del. Ch. May 30, 2013). Issue Addressed:  Whether certain directors violated their fiduciary duties by benefiting from a system of charging for administrative expenses for personal matters that was more favorable to certain directors. Short Answer:  No. Background: Many prior Delaware decisions in this long-running internecine family business dispute have … Continue Reading

Supreme Court Affirms Liability of SIGA Technologies to PharmAthene Based on Failure to Negotiate in Good Faith

SIGA Technologies, Inc. v. PharmAthene, Inc., Del. Supr., No. 314, 2012 (May 24, 2013). This Delaware Supreme Court decision was the subject of a BloombergBusinessweek article on Sunday, May 26. The Court of Chancery’s opinion was highlighted on these pages at this link. Also, several other prior Chancery decisions in this case were also outlined on … Continue Reading

Settlement Agreement Enforced Without All Signatures

Whittington v. Dragon Group LLC, C.A. No. 2291-VCP (Del. Ch. May 1, 2013).  Multiple prior decisions in this case have been highlighted on these pages and they provide more background details for the interested reader. Issue Addressed:  Whether a settlement agreement needs to be fully executed by all parties in order to be enforceable. Short Answer:  No. … Continue Reading

Chancery Penalizes Obstruction in Efforts to Take Deposition

Cartanza v. Cartanza, C.A. No. 7618-VCP (Del. Ch. April 16, 2013). Issue Addressed:  Whether attorneys’ fees should be awarded due to defense counsel obstructing the efforts of opposing counsel to depose his client. Short Answer: Yes. Brief Overview This letter ruling is a useful tool for the toolbox of any litigator.  In essence, defense counsel … Continue Reading

Chancery Addresses Reasonableness of Fees Awarded Pursuant to Contract

Edgewater Growth Capital Partners L.P. v. H.I.G. Capital, Inc., C.A. No. 3601-CS (Del. Ch. April 18, 2013).  This ruling explains both an issue about attorneys’ fees and the revision of a previous Chancery opinion in this case highlighted on these pages here. Issue Addressed:  The standard that applies to award fees pursuant to the terms of a … Continue Reading

Duties of Directors of Insolvent Company Addressed

Edgewater Growth Capital Partners LP v. HIG Capital, Inc., C.A. 3601-CS (Del. Ch., Feb. 28, 2013). This 70-page decision provides useful and extensive analysis of the duties of directors of an insolvent corporation and related claims against a private equity shareholder who enforced its foreclosure rights. The court dismissed the claims and found that the foreclosure … Continue Reading

Key Delaware Corporate and Commercial Decisions in 2012

Noteworthy 2012 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the eighth year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2012, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court … Continue Reading

Improper Notarization of Signature for Complaint Results in Dismissal

Bessenyei v. Vermillion, Inc., C.A. No. 7572-VCN (Del. Ch. Nov. 16, 2012). Issues Addressed: (1)  Whether a notarized signature signed in the absence of a notary results in an invalid verification; and (2)  Whether knowingly presenting an improperly notarized verification is a basis to dismiss the complaint under Delaware Court of Chancery Rule 41(b). Short Answers: (1)  Yes; … Continue Reading

Delaware Supreme Court Upholds Chancery Decision but Rejects Dicta on Default Fiduciary Duties in LLCs

Gatz Properties LLC v. Auriga Capital Corp., No. 148, 2012 (Del. Supr. Nov. 7, 2012) (Per Curiam). Issue Addressed Delaware’s High Court held that the manager of an LLC violated a contracted-for fiduciary duty that adopted the equitable standard of entire fairness in a conflict of interest transaction between the LLC and its manager. Brief … Continue Reading

Chancery Addresses Issue of First Impression in Delaware: When Threat of Lawsuit is Tortious Interference with Prospective Business Relationships

Soterion Corp. v. Soteria Mezzanine Corp., C.A. No. 6158-VCN (Del. Ch. Oct. 31, 2012). Why This Case is Noteworthy: This decision addresses for the first time in Delaware the applicable standard to determine when the threat of a lawsuit can be tortious interference with prospective business relationships.  This opinion also features the rare instance when attorneys’ … Continue Reading

Delaware Supreme Court Clarifies Standards for Enforcement of Legal Ethics and Attorney Conduct

Crumplar v. The Superior Court of the State of Delaware, No. 643 & 644, 2011 (Del. Supr., Oct. 22, 2012). Why this case is noteworthy: This Delaware Supreme Court opinion establishes new rules and standards that will govern when trial judges seek to penalize lawyers for “not following the rules” of legal ethics and civil … Continue Reading

No Damages Proven for Breach of Fiduciary Duty by Director Leaking Data

Shocking Technologies, Inc. v. Michael, C.A. No. 7164-VCN (Del. Ch. Oct. 1, 2012). Issues addressed: (1) Whether a dissident director may leak confidential data as part of his battle with the majority of directors, without breaching the duty of loyalty? (2) When a director breaches his duty of loyalty by leaking confidential data, but no … Continue Reading

Court Rules on Exit of Hedge Fund Partner

Seibold v. Camulos Partners LP, C.A. No. 5176-CS (Del. Ch. Sept. 17, 2012). Issue Addressed:  Did hedge fund breach the limited partnership agreement by not distributing to the departing partner his capital investment? Short Answer:  Yes.  In addition, the Court addressed many related claims and issues in connection with the departure of an ex-Soros hedge fund … Continue Reading

Key Corporate and Commercial Decisions in the 2nd and 3rd Quarters of 2012

Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the convenience of our readers. Supreme Court Upholds $2 Billion Judgment and $300 Million Fee Award LP Member Protected from Self-Interested Transaction by Terms of LP Agreement … Continue Reading