Tag Archives: “multi-jurisdiction litigation”

Chancery Upholds Bylaws with Forum Selection Clause

Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013).  Issue Addressed: Enforceability of bylaws adopted by the Board of Directors providing that litigation relating to the internal affairs of the corporation must be filed only in Delaware. Short Answer:  Enforceability upheld.  See, e.g., 8 Del. C. § 109(a). Preface … Continue Reading

Supreme Court Reverses Chancery on Collateral Estoppel/Demand Futility and Section 220 Issues

Pyott v. Louisiana Municipal Police Employees’ Retirement System, No. 380, 2012 (Del. Supr., April 4, 2013) Issues Addressed:  (1) Whether or not a prior ruling by a California court dismissing a derivative suit served as a bar to subsequent Delaware derivative suits; and (2) Whether the failure to use Section 220 before filing suit created a … Continue Reading

Tulane Corporate Law Seminar

This is the 25th year that the Tulane Corporate Law Institute has presented a seminar in New Orleans that attracts corporate litigators and M & A lawyers from around the country to discuss the latest developments in corporate law. Members of Delaware’s Supreme Court and Court of Chancery by far represent the largest number of … Continue Reading

Chancery Dismisses Duplicative Delaware Suit in Favor of First-Filed California Case

In Re Diamond Foods, Inc. Derivative Litigation, C.A. No. 7657-CS (Del. Ch. Feb. 28, 2013). Issue Addressed: Whether a derivative suit filed in Delaware should be dismissed in favor of a similar first-filed action in California. Short Answer: Yes. Short Overview of Case The factual background involves alleged manipulation of the financial statements of the company by the … Continue Reading

Chancery Bars Claims Based on “Issue Preclusion” Doctrine

TR Investors, LLC v. Genger, C.A. No. 6697-CS (Del. Ch. Feb. 18, 2013). Issue addressed: Whether the doctrine of “issue preclusion” prevented the relitigation of issues previously decided, and thus supported the grant of a motion for summary judgment. Short answer: Yes. Short Overview This 58-page opinion chronicles the long and tortuous procedural history of … Continue Reading

Kuwaiti Company Gambles and Loses on Default Judgment; Court Enforces Forum Selection Clause

Carlyle Investment Management L.L.C. v. National Industries Group (Holding), C.A. No. 5527-CS (Del. Ch. Oct. 11, 2012). Issue Presented: Whether a default judgment should be opened when the defendant Kuwaiti company agreed to a forum selection clause in Delaware and willfully ignored multiple opportunities to participate in the lawsuit. Short Answer: No. Brief Background: This case … Continue Reading

Chancery Finds Inadequate Representation by Derivative Plaintiff; Dismisses Complaint with Prejudice

South v. Baker, C.A. No. 7294-VCL (Del. Ch. Sept. 25, 2012). Issues Addressed: This decision is a candidate for inclusion in the pantheon of iconic Delaware Court of Chancery opinions addressing the following issues:  (1) When derivative plaintiffs and their counsel will be presumptively found to provide inadequate representation resulting in the complaint’s dismissal with … Continue Reading

Dismissal of One Derivative Lawsuit Not Bar to Second Derivative Claim by Second Stockholder

Louisiana Municipal Police Employees’ Retirement Systems v. Pyott, C.A. 5795-VCL (Del. Ch. June 11, 2012). Issues Addressed Whether collateral estoppel, Rule 23.1 or Rule 12(b)(6) apply to require the dismissal of a Delaware derivative suit based on the dismissal in California of a related derivative suit in which a federal court granted a Rule 23.1 … Continue Reading

Chancery Defers to First-Filed Federal Complaint on Patent Issues

Huawei Technologies Co. Ltd., v. Interdigital Technology Corporation, C.A. No. 6974-CS (Del. Ch. June 11, 2012)(Transcript ruling).  Issues Presented: (1) whether a motion to expedite should be granted, and (2) whether a motion to dismiss or stay should be granted based on the McWane first-filed doctrine. Short Answer: Motion to expedite was denied and defendants’ motion … 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 that require shareholder suits to be filed exclusively in the Delaware Court of Chancery.  If … Continue Reading

Court of Chancery Retains Delaware Jurisdiction Despite Competing California Suits

In Parcell v. Southwall Technologies, Inc., C.A. No. 7003-VCL (Del. Ch. Nov. 7, 2011)(transcript), the Delaware Court of Chancery refused to stay litigation challenging a transaction despite parallel litigation pending in California challenging the same transaction. Read transcript here. Thanks are due to Delaware litigator Kurt Heyman for forwarding this transcript. Brief Overview Most readers … Continue Reading

Dueling Derivative Suits in El Paso Merger Fight: Will Delaware or Texas Courts Decide?

Recently filed derivative suits now proceeding in both Delaware and Texas which challenge the $21 billion merger involving El Paso and Kinder Morgan again raise the issue of merger litigation involving Delaware companies being filed outside Delaware. Alison Frankel of Thomson Reuters writes here about whether the suits will proceed in Delaware or Texas or both. She … Continue Reading

Chancery Addresses Division of Plaintiff’s Attorneys’ Fees; Offers Guidance on “Problematic” Multi-Forum Litigation

In the recent decision of In Re Allion Healthcare Inc. S’holders Litig., C.A.No. 5022-CC (Del. Ch. Mar. 29, 2011), read opinion here, Chancellor Chandler decided the rarely discussed issue of the division of attorneys’ fees between plaintiffs’ counsel in what has become common and problematic in multi-forum deal litigation. Kevin F. Brady of Connolly Bove Lodge … Continue Reading

Issue Preclusion Bars Derivative Suit

In the case of In Re Career Education Corporation Derivative Litigation, 2007 WL 2875203 (Del. Ch., Sept. 28, 2007), read opinion here, the Delaware Chancery Court dismissed this derivative suit as a result of the ruling by a federal court in Chicago involving the same basic claims and defendant company, and based on the Chicago court’s conclusion that the Chicago … Continue Reading