A recent post on the well-read blog of Prof. Stephen Bainbridge, our favorite corporate law scholar whose many publications are cited in Delaware court decisions, linked to an article that lawyers and other followers of Delaware corporate law should be interested in, by an eminent Delaware corporate litigator, on the topic of how much
Conflicting Forum Selection Clauses Addressed
A recent Delaware Court of Chancery opinion interpreted related agreements that included forum selection clauses that were conflicting. In Mack v. Rev Worldwide, Inc., C.A. No. 2019-0123-MTZ (Del. Ch. Dec. 30, 2020), the court addressed forum selection provisions in two related agreements which the court treated as one because they were incorporated by reference.
The
Chancery Addresses Contractual Fee-Shifting Where Prevailing Party Is Unclear
Applying a contractual fee-shifting provision when it is not clear which party prevailed, is a topic that does not benefit from an extensive body of case law, relatively speaking. The recent Court of Chancery decision in Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, C.A. No. 7906-VCG (Del. Ch. Dec.
Delaware Chancery Court rules CEO director removal authority is not ‘usual and ordinary’ core business
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 Court of Chancery recently ruled that the President/CEO of Skyline Energy Renewables LLC’s parent could not wield that holding company’s power to oust a rival Skyline director because
A Recent Chancery Decision Addresses Tandem Breach of Contract and Breach of Fiduciary Duty Claims
A recent Delaware Court of Chancery decision granted a motion to dismiss a fiduciary duty claim that it found to be duplicative of a breach of contract claim. In re: WeWork Litigation, Cons. C.A. No. 2020-0258-AGB (Del. Ch. Dec. 14, 2020). Note that two decisions in this case on two separate motions were issued the
CEO-director duo gets split Chancery decision on investor group power to veto their advancement rights
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 ruled that Stimwave Technologies Inc. need not advance legal costs for its suit against its ex-CEO because she apparently doctored her indemnification agreement
Supreme Court Rejects Two Common Defenses to Section 220 Demands
A recent decision from the Delaware Supreme Court provides hope to stockholders who seek to obtain corporate documents pursuant to Section 220 of the Delaware General Corporation Law to the extent that Delaware’s High Court removed two common defenses that companies use to oppose the production of corporate records to stockholders. In AmerisourceBergen Corporation v.
Chancery Explains Proper Methods to Expand Board Size and to Fill Board Vacancies
A recent Delaware Court of Chancery decision provides a primer on the proper way to expand the size of a board of directors and the proper way to fill board vacancies, as well as explaining the difference between a de facto and a de jure director. See Stream TV Networks, Inc. v. SeeCubic, Inc.,
Chancery Dismisses Case Lacking Indispensable Party
A recent Delaware Court of Chancery decision should be consulted by those who need to be aware of the latest iteration of Delaware law on the topic of indispensable parties to a lawsuit as prescribed in Rule 19. In Germaninvestments AG v. Allomet Corp., C.A. No. 2018-0666-JRS (Del. Ch. Nov. 20, 2020), the Court provides
Chancery rules Delaware’s LLC Act requires advancement for firm’s suit against member, CEO
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 Court of Chancery recently found Delaware’s Limited Liability Company Act requires American Rail Partners LLC to reimburse the legal bills a managing member and its directors and CEO