The Delaware Court of Chancery recently published a post-trial decision involving the officer of a company who breached his fiduciary duties by, among other things, competing against the company for which he served as president. Metro Stores International LLC v. Harron, C.A. No. 2018-0937-JTL (Del. Ch. May 4, 2022), is a 128-page opinion that
Supreme Court Offers New Guidance on DGCL Section 220
The Delaware Supreme Court recently provided guidance to corporate litigators regarding the nuances of DGCL Section 220, which most readers recognize as the statute the allows stockholders to demand certain corporate records if the prerequisites in the statute–and those imposed by countless court decisions–have been satisfied. In NVIDIA Corp. v. City of Westmoreland Policy and
Chancery Addresses Subject Matter Jurisdiction and Basic Contract Principles
A recent Court of Chancery decision provides a few basic but important statements of Delaware law that are useful for the toolbox of corporate and commercial litigators. In Klein v. ECG Topco Holding, LLC, C.A. No. 2021-0701-LWW (Del. Ch. July 8, 2022), the Court pithily decides issues that arose in the context of the
Chancery Denies Frivolous Recusal Motion
The Delaware Court of Chancery recently denied a frivolous pro se motion to recuse, and the introduction to the reasons why the motion was denied might be used as an eloquent preface for a rebuttal to almost any frivolous accusation that a recipient may be reluctant to dignify with a response.
In Wollner v. PearPop
Chancellor green-lights Carvana Co. stock deal challenge, finds suit meets new Zuckerberg demand test
This post was prepared by Frank Reynolds, who has been following Delaware law and writing about it in various publications for over 30 years.
The Chancery Court recently ruled Carvana Company’s controlling family must prove their stock deal was entirely fair to the on-line used car dealer’s investors after finding the long, dependent business relationships
Do We Need a Restatement of the Law of Corporate Governance?
Delaware’s favorite corporate law scholar, the prolific and widely-quoted Professor Stephen Bainbridge, writes that the effort afoot to promulgate a Restatement of the Law of Corporate Governance is unnecessary at best, citing to extensive scholarship–including his own–as well as extensive case law to support his position opposing the titular topic.
Chancery says controller Carlyle and affiliated directors must pass entire fairness test in Authentix sale
This post was prepared by Frank Reynolds, who has been following Delaware law and writing about it in various publications for over 30 years.
The Chancery Court recently required Authentix Holdings L.P. directors who were also employees of the brand protection services company’s controlling stockholder, private equity giant The Carlyle Group, to show that Authentix’s
Delaware Supreme Court Clarifies Pro Hac Vice Standards
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
Supreme Court Decides Deadline for Notice of Indemnification Claim
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
Chancery Addresses Claims of Excessive Executive Compensation
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