Any newcomer to Delaware would note the proliferation of business names containing some variation on “Diamond State” or “Blue Rock” – and, as the Court of Chancery recently noted in its letter opinion in Diamond State Tire, Inc. v. Diamond Town Tire Pros & Auto Care, Inc., C.A. No. 11550-VCS (August 15, 2016), the
Aimee Czachorowski
Request for Interim Fee Award Denied and Representative Plaintiff Disqualified
By Aimee Czachorowski on
Posted in Court of Chancery Updates
In a pair of related decisions issued on the same day, June 29, 2016, the Court of Chancery in Smollar v. Potarazu (here and here) made the unusual move of disqualifying a derivative plaintiff and his counsel, and granting a motion to intervene brought by another stockholder who sought to become the representative…
Director Who Was Tricked into Resigning Reinstated
By Aimee Czachorowski on
Posted in Court of Chancery Updates
In Martin v. Med-Dev Corp., C.A. No. 10525-VCP (Del. Ch. Oct. 27, 2015), the Court of Chancery invalidated the resignation of a director who was tricked into resigning from his board position, and the Court reinstated him as chairman. The Court’s opinion is also notable for its discussion of what steps must be taken…
Facebook’s Mark Zuckerberg Required to Follow Corporate Formalities
By Aimee Czachorowski on
Posted in Court of Chancery Updates
The Delaware Court of Chancery yesterday held, on a question of first impression, that a controlling stockholder must formally ratify a self-dealing transaction by a vote at a meeting of stockholders or by written consent in order to shift the standard of review from entire fairness to the business judgment rule. In Espinoza v. Zuckerberg, …
Court of Chancery Addresses Discovery Conduct
By Aimee Czachorowski on
Posted in Court of Chancery Updates, Uncategorized
The Court of Chancery recently reiterated its expectations of Delaware discovery conduct at a hearing in Medicalgorithmics S.A. v. AMI Monitoring, Inc., C.A. No. 10948-CB (Transcript). Notable among the Court’s comments at the hearing were:
- The Court stressed the importance of attorney review of documents before production, saying that, absent a “quick-peek” agreement, attorney involvement
…
Specific Performance Granted Based on Plain Terms of the Parties’ Agreement
By Aimee Czachorowski on
Posted in Court of Chancery Updates
In Alliant Techsystems, Inc. v. MidOcean Bushnell Holdings, L.P., C.A. No. 9813-CB (Del. Ch. April 27, 2015), the Court of Chancery, in a Memorandum Opinion, granted Alliant’s motion for judgment on the pleadings. Alliant sought specific performance of a stock purchase agreement that required the parties to submit a dispute over the calculation…
Breach of Limited Partnership Agreement Leads to Damages of $171 Million
By Aimee Czachorowski on
Posted in Court of Chancery Updates
Although Delaware courts have been consistent in affirming the general principle that default fiduciary duties may be contractually modified in the context of Delaware limited partnerships by the limited partnership agreement, In re El Paso Pipeline Partners, L.P. Derivative Litigation, C.A. No. 7141-VCL (Del. Ch. April 20, 2015), serves as a reminder that transactions…
Notice and Hearing Procedure In Mooted Actions
By Aimee Czachorowski on
Posted in Court of Chancery Updates
The Court of Chancery recently issued a short letter ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch., March 12, 2015), summarizing the notice and hearing procedure requirements set forth in In re Advanced Mammography Sys., Inc. S’holders Litig., 1996 WL 633509 (Del. Ch. Oct. 30, 1996) and In re Zalicus…
Compound v. Simple Post-Judgment Interest
By Aimee Czachorowski on
Posted in Court of Chancery Updates
In a recent letter decision, the Court of Chancery in ReCor Medical, Inc. v. Warnking, C.A. No. 7387-VCN (Del. Ch., Jan. 30, 2015), discussed the equitable considerations involved in determining whether an award of post-judgment interest should be simple or compound:
There is no clear-cut exit from the conundrum posed by the parties.
…
Third Circuit Binds Non-Signatory to Forum Selection Clause
By Aimee Czachorowski on
Posted in Other Court Decisions
The Third Circuit, applying Delaware law in Carlyle Investment Management LLC v. Moonmouth Company SA, No. 13-3526 (3rd Cir. Feb. 25, 2015), recently bound a non-signatory to a forum selection clause found in a subscription agreement. The court applied a three part test to determine whether the non-signatory should be bound by the forum…