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 … 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 … Continue reading

Chancery Applies First-Filed Rule to Stay Case

Baden-Wurttenberg v. Walton Seattle Mezz Holdings VI-B, LLC, C.A. No. 7933-VCG (Del. Ch. April 1, 2013). This decision applies the familiar first-filed rule, and on that basis stayed this action in favor of a prior-filed lawsuit in the state of … 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 … Continue reading

Vice Chancellor Publishes Article on Shareholder Litigation in Chancery

Vice Chancellor Donald F. Parsons of the Delaware Court of Chancery has penned a law review article with a former law clerk on the topic of shareholder litigation and how the burgeoning cases in this area have led to refinements … 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 … 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 … Continue reading

New Articles of Interest to Delaware Corporate Lawyers and Litigators

Two law review articles of interest to Delaware corporate lawyers and litigators arrived in the U.S. mail today and are linked below. Both articles are authored by luminaries familiar to all who follow developments in corporate law: The Delaware Journal … Continue reading

Chancery Applies Familiar First-Filed Rule to Impose Stay

Brookstone Partners Acquisition XVI, LLC v. Tanus, C.A. No. 7533-VCN (Del. Ch. Nov. 20, 2012). Issue Presented: The Court in this case applied the familiar first filed rule as a basis to grant a motion to stay in favor 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 … Continue reading