Prof. Stephen Bainbridge discusses here the aspects of Delaware corporate law impacted by the recent offer of Hugh Hefner, as a controlling shareholder of the Playboy company, to freeze-out or otherwise purchase the remaining shares that he does not own already. The good professor also links to the analysis and commentary of other scholars on
July 2010
Court of Chancery Approves “Delaware Counsel Only” Restriction in Protective Order
In an unusual but not unprecedented move, the Court of Chancery in Air Products and Chemicals, Inc. v. Airgas, Inc., et al., C.A. No. 5249-CC and In re Airgas Inc. S’holder Litig., C. A. No. 5256-CC, approved a “Delaware Counsel Only” restriction in a protective order. Read letter decision here. Prior decisions of the Court …
Court Imposes Liability on CFO for Improper Reimbursement of Personal Expenses
Hampshire Group, Limited v. Kuttner, C.A. No. 3607-VCS (Del. Ch. July 12, 2010), read opinion here.
This 132-page decision by the Delaware Court of Chancery addresses the fiduciary duties of officers of a corporation. The most efficient manner in which to present a blog post about an opinion the size of a small book is…
Court Reversed Decision of Human Relations Commission and Ruled Movie Theater Did Not Discriminate Against Attendees of Tyler Perry Movie By Reminding Them to Turn Off Cell Phones
Stewart v. Human Relations Commission, C.A. No. 09A-05-002 (JTV) (Del. Super. July 6, 2010), read opinion here.
This recent decision of the Delaware Superior Court is one that we will mention in passing because it may interest lawyers who represent businesses. This case involved a claim against a movie theater chain that the manager violated…
Twitter and Mediation

Courtesy of Charles Fincher at LawComix.com
Court Enters Default Judgment Against LLC and Awards Attorneys’ Fees Based on a Finding of Bad Faith
The Court of Chancery, in First American Financial Management Company v. Royal Sovereign Group, LLC, et al., C.A. No. 5501-VCN (July 9, 2010), read letter decision here, entered a default judgment and awarded attorneys’ fees after a finding of bad faith.
This summary was prepared by Kevin F. Brady of Connolly Bove Lodge & Hutz…
Air Products v. Airgas Motion Hearing Closed to Public
In Air Products and Chemicals, Inc. v. Airgas, Inc., C.A. No. 5249-CC and In re Airgas Inc. S’holder Litig., Civil Action No. 5256-CC (Del. Ch. July 7, 2010), read short letter ruling here, the Delaware Court of Chancery granted an unopposed motion to bar the public from a hearing scheduled for today on a…
Court of Chancery Dismisses Later-Filed Delaware Action Based on Forum Non Conveniens and McWane Doctrine
In Glen Rose Petroleum Corp., et al. v. Langston, C.A. No. 5387-CC (July 7, 2010), read opinion here, the Court of Chancery addressed the issue of whether the Delaware action was the first-filed action (which would require the Court to apply an “overwhelming hardship” standard as part of a forum non conveniens analysis) or whether…
Court of Chancery Declares that the Law Applicable to Controlling Shareholder Transactions Warrants Clarification, and Certifies Interlocutory Appeal to Delaware Supreme Court
In Re CNX Gas Corp. S’holder Litig., C.A. No. 5377-VCL (Del. Ch. July 5, 2010), read opinion here.
Overview
This 33-page opinion of the Court of Chancery, issued yesterday on a holiday, grants an application for an interlocutory appeal of the original decision in this case dated May 26, 2010, which was highlighted on this blog here.…
Chancery Refuses to find Binding Settlement Agreement; Explains Prerequisites to Enforcement of Oral and Informal Settlement Agreements
Schwartz v. Chase, C.A. No. 4274-VCP (Del. Ch. June 29, 2010), read opinion here.
This opinion from the Delaware Court of Chancery is useful for anyone who is involved in a situation where an exchange of e-mails by attorneys is claimed by one side to constitute a binding Settlement Agreement of a lawsuit, even though…