Chancery Denies Motion to Compel Supplemental Section 220 Production Due to Post-Trial Developments
Amalgamated Bank v. NetApp, Inc., C.A. No. 6772-VCG (Del. Ch. Feb. 6, 2012). Issue Addressed Whether supplemental documents should be produced to comply with post-trial determination pursuant to DGCL Section 220 that books and records must be provided. Background In October … Continue reading
Chancery Appoints Receiver to Dissolve and Wind-Up Corporation
Williams v. Calypso Wireless, Inc., C.A. No. 7140-VCL (Del. Ch. Feb. 8, 2012). Issue Addressed Whether it was appropriate to appoint a receiver to dissolve Calypso Wireless, Inc.? Short Answer The Court of Chancery appointed a receiver to dissolve Calypso and … Continue reading
Multiple New Suits Challenge Exclusive Forum Selection Bylaws in Delaware Court of Chancery
We typically focus on summarizing corporate and commercial decisions of Delaware’s Supreme Court and Court of Chancery, but today we find noteworthy a bevy of new lawsuits just filed in the Delaware Court of Chancery. These new suits challenge bylaws in several companies … Continue reading
Chancery Appoints Co-Lead Class Counsel along with Current Lead Counsel
In re Delphi Financial Group Shareholder Litigation, Consol. C.A. No. 7144-VCG(Del. Ch. Feb. 7, 2012). Issue Addressed The Court of Chancery in this decision addressed a motion to vacate the stipulated leadership structure and to appoint a new lead plaintiff … Continue reading
Chancery Explains Basis for Fiduciary Duty Default Standards Applicable to LLCs
Auriga Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012), read opinion here. What this Case is About and Why it is Important This case establishes a high-water mark in terms of providing the most … Continue reading
Chancery Stays Derivative Action in Favor of Federal Securities Class Action
Brenner v. Albrecht, C.A. No. 6514-VCP (Del. Ch. Jan. 27, 2012), read opinion here. Issue Addressed The issue addressed in this case was whether a derivative action in Delaware should be stayed or allowed to proceed despite a related, pending federal … Continue reading
Chancery Finds Corporate Officers Usurped Corporate Opportunities and Converted Resources in Violation of their Fiduciary Duty of Loyalty
In a post-trial decision, the Court of Chancery in Dweck v. Nasser, C. A. No. 1353-VCL (Jan. 18, 2012), found that Dweck, the former CEO, a director and 30% stockholder in Kids International Corporation (“Kids”), and Kevin Taxin, Kids’ President, … Continue reading
Delaware Court of Chancery Issues Non-Binding Guidelines to Help Lawyers Navigate Their Cases Through The Court More Efficiently
On January 13, 2012, the Court of Chancery issued non-binding guidelines or “best practices” to help lawyers and their parties handle common and sometimes complex procedural issues that arise in litigation before the Delaware Court of Chancery. Kevin F. Brady, … Continue reading
Academic Analysis of M & A Litigation. Is Delaware Losing Market Share?
Professor Steven Davidoff provides scholarly and statistical analysis of M & A litigation in a recently published article, in which he also addresses the issue of whether Delaware is “losing” that type of litigation to other states, and related aspects of this … Continue reading
Chancery Addresses Appraisal of Preferred Shares Based on Terms in Certificate of Incorporation
Shiftan v. Morgan Joseph Holdings, Inc., C.A. No. 6424-CS (Del. Ch. Jan. 13, 2012), read opinion here. Issues Addressed: (i) Whether the Court may consider in an appraisal action a contractually required redemption event in the certificate of incorporation, scheduled … Continue reading
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