Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
My latest ethics column for the publication of the American Inns of Court, The Bencher, appears in the current edition regarding the titular topic, and is reprinted on these pages with the courtesy of the publisher. (I have been writing the ethics column for more than 20 years for The Bencher.)
Delaware Supreme…
The Delaware Business Court Insider published in its current edition my commentary on a recent Delaware Supreme Court opinion on the titular topic. Courtesy of the Delaware Business Court Insider, the article is reprinted below.
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A recent Delaware Supreme Court decision provides a lesson for drafters of agreements for the sale of a
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In the recent Delaware Court of Chancery opinion styled: Knight v. Miller, C.A. No. 2021-0581-SG (Del. Ch. April 27, 2022), the court described this case as “. . . another bloom on the hardy perennial of director compensation litigation.” Slip op. at 2.
The court granted some parts of a motion to dismiss, but…
The Delaware Court of Chancery opinion styled: In re PLX Technology Inc. Stockholders Litigation, Cons. C.A. No. 9880-VCL (Del. Ch. April 18, 2022), described its opinion as a public service. It addressed the payment logistics and administration for the settlement of a class action. An impasse arose because the Depository Trust Company (“DTC”) implemented…
A recent Chancery decision is notable for the following quote: “A party cannot act intentionally to create harm, then invoke equity in relief of that harm. If that is not a traditional equitable maxim, it should be.” Pentwater Capital Management LP v. Kaz, C.A. No. 2021-1087-SG, Slip op. at 14 (Del. Ch. April 8,…
The Delaware Court of Chancery opinion styled: Zhou v. Deng, C.A. No. 2021-0026-JRS (Del. Ch. April 6, 2022), is notable for addressing two useful aspects of Delaware corporate and commercial litigation:
First, DGCL Section 225 is a very narrowly focused summary proceeding that is considered to be “in rem”. This limits the ability…
In the Chancery decision of Hawkins v. Daniel, C.A. No. 2021-0453-JTL (Del. Ch. April 4, 2022), the court found that an irrevocable proxy was ambiguous and it did not state that it would “run with the shares” based on the “special principles of contract interpretation” applicable to proxy agreements. This 85-page opinion needs to…
In the case styled: Sorenson Impact Foundation v. Continental Stock Transfer & Trust Co., C.A. No. 2021-0413-SG (Del. Ch. April 1, 2022), the Delaware Court of Chancery denied a motion to dismiss filed by former stockholders of an acquired company who did not receive the proceeds from the sale of their shares in their…
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
Corporate lawyers have a unique opportunity to influence American companies to benefit by practicing the ethical standards their mission statements and codes of conduct espouse, a Villanova Law School…