A recent Delaware Court of Chancery decision is a treasure trove of fundamental principles applicable to corporate litigation. In Ban v. Manheim, C.A. No.2022-0768-JTL (Del. Ch. May 19, 2025), the 60-plus page post-trial opinion applies an exemplary legal analysis to a complex web of entities controlled by one person, to explain why the valuation
Vice Chancellor Pens Law Review Article on Delaware Corporate Law
A law review article authored by a Vice Chancellor of the Delaware Court of Chancery that chronicles nine eras of Delaware court decisions on Delaware corporate law, from the State’s founding in 1776 through the present, is featured on the Harvard Law School Corporate Governance blog (where yours truly has published several articles over the
Prof. Examines Recent Suit For Corporate Records of Delaware Corp–filed in Illinois
The inestimable Professor Bainbridge, one the country’s leading corporate law scholars, has done a deep dive into the issues presented by a recent filing in Illinois for corporate records of a Delaware corporation. The good professor has written three articles on the issues raised, such as the internal affairs doctrine. Despite the oddity of the
Supreme Court Addresses Fraudulent Concealment and Indemnification in Post-Closing Dispute
The Delaware Supreme Court provides useful clarification regarding when a fraudulent concealment claim tolls the statute of limitations for indemnification claims, in LGM Holdings, LLC v. Gideon Schurder, et al., Del. Supr., No. 314, 2024 (April 22, 2025).
Background
In this post-closing dispute involving claims of intentional breach of representations and warranties in
National Law Review’s Delaware Corporate and Commercial Law Monitor, 4th Edition
As Editor-in-Chief of the Delaware Corporate and Commercial Law Monitor published by The National Law Review, the Fourth Edition, I am happy to announce, was recently released. This new exercise in scholarship is in addition to my blog and my ongoing full-time practice, etc.
Recent Ethics Column on Spoliation of Evidence
For my most recent ethics column for The Bencher, now in its 25th year, I highlighted a recent Delaware Court of Chancery decision on the duty of anyone involved in potential or pending litigation to preserve relevant evidence, including electronic data such as emails and text messages, in order to avoid penalties for spoliation.
Chancery Rules: insider profit, inside info, not always insider trading
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Delaware Court of Chancery recently dismissed a shareholder suit that claimed Palantir Technologies officers and directors reaped exorbitant profits by using insider trading and deceptive disclosures to sell their stock in the analytic software
More Scholarship on SB 21
The fusillade of learned commentary on recent developments in Delaware corporate law, known colloquially as SB 21, continues apace. The Delaware Legislature passed legislation in March that statutorily defines controlling shareholder and director independence, via an amendment to DGCL Section 144. It also imposes additional prerequisites in order for a shareholder to demand corporate books
Chancery Denies Motion to Strike Part of Pleading
A recent Delaware Chancery decision is notably for its pithy resolution regarding a rarely used but important procedural rule that, in theory, has wide application. In ZAGG v. Keogh, C.A. No. 2023-1275-KSJM (Del. Ch. May 8, 2025), the court denied a motion to strike portions of a pleading based on Rule 12(f) which provides
Chancery Allows SJ Motion on Director Independence Issue
A recent Delaware Court of Chancery decision might carry more impact than its short length might otherwise suggest. In the matter styled In Re Fox Corporation Derivative Litigation, C.A. No. 2023-0419-BWD (Del. Ch. April 28, 2025), the court determined that the defendants could engage in limited discovery in order to file a motion for summary