Hamilton Partners LP v. Highland Capital Management, LP, C.A. No. 6547-VCN (Del. Ch. May 7, 2014).
Notable Highlights of this Opinion: In connection with the review of a multi-step merger transaction involving the reincorporation in Nevada of the surviving entity, the Court was called upon to determine whether Delaware law or Nevada law applied under the internal affairs doctrine. Some issues were determined to be controlled by Nevada law even though in the absence of controlling Nevada cases, the Court noted that Nevada Courts follow Delaware corporate law. Among the issues discussed is whether an entity holding 48% of the equity and approximately 80% of the debt should be deemed to be a controller.