Key 2013 Delaware Corporate and Commercial Decisions

Top Ten 2013 Delaware Corporate and Commercial Decisions By: Francis G.X. Pileggi and Kevin F. Brady This is our ninth annual review of key Delaware corporate and commercial decisions. During 2013, we reviewed and summarized over 200 decisions from Delaware’s … Continue reading

Chancery Denies Claim For Advancement and Indemnification From Successor Entity

Grace v. Ashbridge LLC, C.A. No. 8348-VCN (Del. Ch. Dec. 31, 2013). Issue Addressed:  Whether a successor entity was liable for advancement and indemnification claims based on the operating agreement of a successor entity LLC even though the sole allegations … Continue reading

Chancery Exercises Jurisdiction in Dispute Among Shareholders of Foreign Corporation

Darby Emerging Market Fund, L.P. v. Ryan,  Consol. C.A. No. 8381-VCP (Del. Ch. Nov. 27, 2013). This Chancery decision addressed whether the Court had equitable jurisdiction over a dispute among shareholders of a foreign entity. Delaware’s court of equity relied … Continue reading

Chancery Clarifies Scope of Indemnification in LLC

Costantini v. Swiss Farm Stores Acquisition LLC, C.A. No. 8613-VCG (Del. Ch. Sept. 5, 2013). A subsequent decision in this case was highlighted on these pages here. Issue Presented: Whether a non-manager of an LLC was entitled to indemnification based … Continue reading

Supreme Court Rejects Contractual Indemnification Claim

Winshall v. Viacom International, Inc., Del. Supr., No. 39, 2013 (Oct. 8, 2013).  Issue Addressed: The Supreme Court affirmed a Chancery ruling that Viacom was not entitled to  contractual indemnification, and thus was required to release escrow funds. A prior Supreme … Continue reading

Chancery Determines Ownership Interest in LLC and Remedy for Breach of Fiduciary Duties

Grove v. Brown, C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013) Issues Addressed: This post-trial opinion addresses issues involved in a 4-person LLC whose members disputed: (1) what specific ownership interest each had in the LLC; (2) the impact of … Continue reading

Chancery Rejects Confidential Treatment for Embarrassing Allegations

The Sequoia Presidential Yacht Group LLC v. FE Partners LLC, C.A. No. 8270-VCG (Del. Ch. July 15, 2013). This ruling amplifies the relative paucity of judicial interpretation of the rather new Court of Chancery Rule 5.1 that defines the standard … Continue reading

Award of Fees Upheld; Motion for Reargument Denied

Cartanza v. Cartanza, C.A. No. 7618-VCP (Del. Ch. July 8, 2013). Bottom line: This short letter ruling amplified the reasoning in the court’s prior decision in this case, highlighted here, in which the court awarded fees in connection with a … Continue reading

Supreme Court Underscores Non-Waivable Contractual Duty of Good Faith and Fair Dealing Regardless of Presumptions in Agreement

Gerber v. Enterprise Products Holdings, LLC, Del. Supr., No. 46, 2012 (June 10, 2013). Issue Presented:  This seminal Delaware Supreme Court decision addresses the important, nuanced issue of whether a contract provision that presumes good faith can preclude a claim … Continue reading

Key Corporate and Commercial Delaware Decisions for First Five Months of 2013

Among the key corporate and commercial Delaware decisions that we have highlighted on these pages during the first five months of 2013, the following decisions either clarified existing Delaware law or announced new law on important substantive or procedural topics. … Continue reading