Chancery Addresses Disclosure Obligations in Connection with Directors’ Elections

Red Oak Fund, L.P. v. Digirad Corp., C.A. No. 8559-VCN (Del. Ch. Aug. 5, 2013). Issue Addressed: In the context of a challenge to the election of directors, the Court of Chancery considered claims that the disclosure obligations of 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 … Continue reading

Chancery Reopens Final Judgment to Allow Motion for Contempt

T.R. Investors, LLC v. Genger, C.A. No. 3994-CS (Del. Ch. Nov. 9, 2012). Issue Addressed: Whether a final judgment in this case should be reopened under Chancery Rule 60(b)(6) in order for the prevailing party to present a motion for contempt due … Continue reading

Chancery Addresses Charitable Nonstock Corporations and De Facto Directors

Hockessin Community Center, Inc. v. Swift, C.A. No. 7789-VCL (Del. Ch. Oct. 5, 2012). This decision is most useful for its treatment of nonstock corporations and de facto directors, although it also features enlightening historical anecdotes about important civil rights … Continue reading

Chancery Allows Challenge to Director Election to Proceed

Gentili v. L.O.M. Med. Int’l, Inc., C.A. No. 7600-VCG (Del. Ch. Aug. 17, 2012). Issue: Whether non-unanimous written consents of shareholders were sufficient to thwart a challenge to the election of directors at an annual meeting? Short answer: No. Background: … Continue reading

Chancery Dismisses Part of Fiduciary Claim that Sought Removal of Director Based on Inherent Equitable Power of Court

Shocking Technologies, Inc. v. Michael, C. A. No. 7164-VCN (Del. Ch. April 10, 2012). Issue Addressed: Whether the Court of Chancery has the inherent authority to remove a director for breach of fiduciary duty, other than via DGCL Section 225?  Short … Continue reading

Chancery Rules on Motion to Disqualify and Motion to Revoke Pro Hac Vice Admission; Addresses Legal Ethics Violations; Requires Disclosure of Potential Conflicts in Future Pro Hac Vice Motions

Manning v. Vellardita, C.A. No. 6812-VCG (Del. Ch. March 28, 2012), is an important decision of the Delaware Court of Chancery on legal ethics as applied to non-Delaware attorneys who appear before the Court pro hac vice. Issues Addressed: Whether … Continue reading

Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery

Noteworthy 2011 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 seventh year that we are providing an annual review of key Delaware corporate and … Continue reading

Court of Chancery Validates Written Consents in Section 225 Action; Finds Directors Breached Fiduciary Duty in Issuance of Preferred Shares

 In Johnston v. Pedersen, C. A. No. 6567-VCL (Del. Ch. September 23, 2011), read opinion here, the Court in a post-trial decision, found that that the defendant directors breached their fiduciary duties when issuing the Series B Preferred Stock and … Continue reading

Chancery Determines Both Valid Directors and Valid Shareholders in Section 225 Action and also Explains Proper Statutory Formalities that Must be Strictly Followed for Stock Split

Blades v. Wisehart, C.A. No. 5317-VCS (Del. Ch. Nov. 17, 2010), read 34-page opinion here. Issues Decided In this action pursuant to DGCL Section 225, the Court of Chancery addressed whether unanimous written consents validly removed the defendant directors from … Continue reading