Shannon Pratt's Valuation Handbook for Lawyers, latest edition

Shannon Pratt has written several treatises on valuation of businesses. His scholarship has been cited by many courts, including the Delaware Court of Chancery. The newest edition of his "Lawyer's Business Valuation Handbook" is now available via Amazon.com here. Dr. Pratt asked me to write a Foreword to the newest... Continue Reading...

Chancery Upholds Poision Pill of Barnes & Noble; Rejects Fiduciary Claims

Yucaipa American Alliance Fund II, L.P. v. Riggio, C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), read post-trial opinion here. This Delaware Court of Chancery opinion rejected breach of fiduciary duty claims and upheld the poision pill defense that Barnes & Noble implemented as part of a plan to spurn... Continue Reading...

Chancery Refuses to Impose Fiduciary Duties on Parties to LLC Agreement

Related Westpac LLC v. JER Snowmass LLC, C.A. No. 5001-VCS (Del. Ch. July 23, 2010), read opinion here. Brief Overview This case involves a suit between members of two LLCs formed to pursue a land development project in Snowmass, Colorado. When the funding needs of the project exceeded the agreed... Continue Reading...

The U.S. Constitution; Health Care and the Role of Government

There are some court decisions that transcend the parameters of legal specialties because they have an impact on all U.S. citizens and should be of interest to all lawyers. The recent decision by a U.S. District Court in Virginia is one of those decisions. The court denied a motion to... Continue Reading...

Chancery Court Approves Class Action Settlement Regarding Chicago Board Options Exchange

CME Group Inc. v. Chicago Board Options Exchange, Inc., No. 2369-VCN (Del. Ch., June 3, 2009), read opinion here. Prior Chancery Court opinions in this case were summarized on this blog here. This action began in order to establish the economic and trading rights of the Board of Trade of... Continue Reading...

Chancery Court Splits Fees in Cablevision Class Action Between Lawyers for Related New York Suit and Delaware Counsel

In Re Cablevision/Rainbow Media Group Tracking Stock Litigation, No. 19819-VCN (May 22, 2009), read opinion here. This Chancery Court decision resolved a dispute regarding the amount of fees and the division of fees between class counsel in a Delaware shareholders’ suit that challenged the exchange by Cablevision Systems Corporation of... Continue Reading...

Chancery Court Dismisses Sundry Claims Against LLC Members

Kuroda v. SPJS Holdings, L.L.C., Del. Ch., No. 4030-CC (April 15, 2009), read opinion here. This case involves the following claims among members of an LLC, arising out of an LLC Agreement: (i) breach of contract; (ii) tortious interference with contract; (iii) tortious interference with prospective economic advantage; (iv) breach... Continue Reading...

Delaware Supreme Court Affirms Chancery Court in AT & T Case Involving Stock Options

AT & T Corp. v. Lillis, (Del. Supr., March 9, 2009), read opinion here. In a rare split decision, the Delaware Supreme Court ruled 3-2 to affirm the original decision of the Chancery Court that was initially reversed by the Supreme Court (also a procedural rarity). This case involves an... Continue Reading...

Amendments to Chancery Court Rules

The Delaware Chancery Court, by Order available here, has amended Chancery Court Rules 3(aa) and 15(c), effective March 2, 2009. The text of the Order is so short, I will repeat it verbatim: This 31st day of December, 2008, IT IS HEREBY ORDERED that Court of Chancery Rule 3(aa) is... Continue Reading...

Chancery Court Denies Requested Protective Order in Rohm and Haas v. Dow Chemical Litigation

Rohm and Haas Co. v. The Dow Chemical Co., (Del. Ch., Feb. 19, 2009), read letter decision here. The Chancery Court denied a Motion for Protective Order filed by proposed third-party deponents in this procedural ruling. Dow sought to depose several members of the Haas family who were also trustees... Continue Reading...

Chancery Finds Lack of Equitable Jurisdiction After Trial

Selected Key Corporate and Commercial Delaware Decisions in 2008

Chancery Court Rules in Favor of Bank of New York Mellon Regarding Realogy Corporation Refinancing

This Blog Cited in Recent Law Review Article

Chancery Enjoins Arbitration and Denies Both Interlocutory Appeal and Stay Pending Appeal

Chancery Denies Summary Judgment on Claim of Breach of Good Faith and Fair Dealing Due To Factual Issue Regarding Missed Deadline

Chancellor Chandler Goes to Georgia

Advancement Granted For Fees Incurred in Defamation Action

Fees of $953/Hour Awarded Based on Corporate Benefit Conferred

Chancery Discusses Personal Jurisdiction Issues

Professor Bainbridge: Delaware Legislature Should Revisit DGCL Section 102 (b)(7)

Georgia On My Mind

Updates from the Annual ABA Meeting in New York City

Collateral Estoppel Bars Pending Claims

Delaware Supreme Court's 1971 opinion in Sinclair Oil v. Levien, Subject of Law Review Article

Supreme Court Upholds Dismissal As Penalty for Failure to Comply with Discovery

WHITHER FEDERALIZATION OF DELAWARE'S CORPORATE LAW?