Courtesy of Wilmington lawyer Margaret “Molly” DiBianca on her award-winning Delaware Employment Law Blog, the following information about a seminar on local practice in the U.S. District Court for the District of Delaware should be of interest to newer lawyers who practice in Delaware:
The Delaware Chapter of the Federal Bar Association, in conjunction
Shocking Technologies, Inc. v. Michael, C. A. No. 7164-VCN (Del. Ch. April 10, 2012).
Issue Addressed: Whether the Court of Chancery has the inherent authority to remove a director for breach of fiduciary duty, other than via DGCL Section 225?
Short answer: The issue was not directly decided, but based on the facts of
Kevin F. Brady and Francis G.X. Pileggi were part of a panel presentation entitled: “Protecting the Corporate Director” at the American Bar Association’s Business Law Section Spring Meeting at Caesars Palace in Las Vegas last month. The focus of the panel was on director and officer liability, as well as indemnification and advancement, including insurance
This photo is courtesy of a blog called: “12th Chancery Court District of Mississippi“, authored by a member of that bench.
In Re K-Sea Transportation Partners LP Unitholders Litigation
, C.A. No. 6301-VCP (Del. Ch. April 4, 2012). The prior Chancery decision in this case was highlighted on these pages here.
Issues Addressed: The issues addressed by the Court of Chancery in this matter were whether the fiduciary duty claims and the contractual claims were
Freedman v. Adams, C.A. No. 4199-VCN (Del. Ch. March 30, 2012).
Issue Addressed
The Court of Chancery addressed the standard for awarding attorneys’ fees when there has been a stipulated dismissal of a derivative action which was largely mooted by measures taken by the defendant board of directors shortly after the complaint was served.
Background
Frank v. Elgamal, C.A. No. 6120-VCN (Del. Ch. March 30, 2012). See summary of prior Chancery decision in this matter highlighted on these pages.
Issue Addressed
Whether it was premature to rule on a fiduciary duty claim based on the entire fairness standard, at the motion to dismiss stage. Answer: Yes.
Summary
Israel Discount Bank of New York v. First State Depository Company LLC, C.A. No. 7237-VCP (Del. Ch. March 19, 2012).
Issue Addressed
The issue addressed in this short letter opinion was whether the defendants should be held in contempt for violation of the terms of a preliminary injunction order.
Short Answer: Yes
Brief
In Re SeraCare Life Sciences Inc. Shareholders Litigation, C.A. No. 7250-VCG (Del. Ch. March 20, 2012) (Transcript Ruling).
Issue Addressed
Whether a motion for expedited proceedings should be granted in connection with challenges to process and disclosures regarding a proposed merger transaction.
Short Answer
The Court explained, with reasoning based on prior cases, why
BLGH Holdings LLC v. enXco LFG Holding, LLC, 2012 Del. LEXIS 165 (Del. Supr. Mar. 27, 2012).
Issue Addressed
The issue presented here is one of contract interpretation: Does the provision in the LOI that conditioned a bonus payment on the consummation of a final agreement containing the indicative terms “as those terms may