Friend of the blog, and widely-recognized corporate law scholar, Prof. Stephen Bainbridge, provides insightful commentary on the titular topic, referenced by Prof. David Skeel. The press of deadlines for paying clients prevents me from adding my own commentary for now.
Chancery Keeps Dissolution Case Despite Mandatory NY Forum Clause
Delaware will retain jurisdiction over a dissolution claim notwithstanding a mandatory New York forum selection clause, according to the recent Delaware Court of Chancery opinion in Seokoh, Inc. v. Lard-PT, LLC, C.A. No. 202-0613-JRS (Del. Ch. March 30 2021). This case involved the petition for dissolution of a Delaware LLC while litigation between the
Chancery Court finds ex-officer’s reasonable reading of indemnification pact prevents dismissal
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.
The Delaware Court of Chancery recently refused most of B. Riley Financial, Inc.’s motion to dismiss an ex-officer and director’s complaint for indemnification for his settlement of underlying breach-of-duty
Transfer of Cases from Delaware Court of Chancery to Delaware Superior Court
My colleague, Chauna Abner, and I co-wrote an article on the practical topic and the gritty details of transferring cases from the Delaware Court of Chancery to the trial court of general jurisdiction in Delaware: the Superior Court. The article appeared in the Delaware Business Court Insider, in its March 10, 2021 issue.
We
Delaware High Court finds First State charter outweighs other factors in Dole Foods choice-of-law ruling
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.
The Delaware Supreme Court recently made landmark rulings on choice-of-law and fraud-exclusion issues in affirming a decision that required the last of nine D&O insurers to pay its
Protocols and Professionalism for Remote Court Proceedings
This is a short compilation of several sources that are useful references for new protocols that are either recommended or required for remote court proceedings, including remote depositions. The links below include reminders of professionalism standards and other norms that still apply in the context of these new technological developments.
Facebook investors can search one more Section 220 category for board’s $5 billion settlement rationale
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.
The Delaware Chancery Court recently allowed a Facebook Inc. shareholder plaintiff to inspect the directors’ electronic communications concerning how the company ended up paying $5 billion for a
Recent Chancery Decision Addresses Dissolution Based on LLC Deadlock
A recent Delaware Court of Chancery decision provided an exemplary analysis of when a deadlock in an LLC might be the basis for a dissolution. In Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Jan. 29, 2021), the court analyzed case law, statutes, and learned commentary that it synthesized in a careful application to
Delaware Standards Applicable to Which Case Will Proceed When Same Parties Have Pending Litigation in Multiple States
A recent Delaware Court of Chancery decision recited the standards applied in Delaware to determine when to stay a case or allow it to proceed when similar litigation between the same parties is proceeding in another state. In AG Resources Holdings, LLC v. Terral, C.A. No. 2020-0850-JRS (Del. Ch. Feb. 10, 2021), the court
Delaware Supreme Court uses standing test from Primedia ruling to reverse merger challenge dismissal
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.
The Delaware Supreme Court recently revived an investor’s derivative challenge to a merger of energy companies, finding he retained standing because he sufficiently pled a direct claim attacking