There are some court decisions that transcend the parameters of legal specialties because they have an impact on all U.S. citizens and should be of interest to all lawyers. The recent decision by a U.S. District Court in Virginia is one of those decisions. The court denied a motion to dismiss a constitutional challenge to
Chancery Dismisses Action for Advancement Regarding Preemptive, Affirmative Actions Filed by Director
In Baker v. Impact Holdings, Inc., C.A. No. 5144-VCP (Del. Ch., July 30, 2010), read opinion here, the Court of Chancery granted a motion to dismiss an action for advancement for litigation expenses incurred in two prior preemptive and affirmative actions filed by the petitioner, Baker. Baker argued that he was entitled to mandatory advancement
Chancery Allows Indemnification and Non-Disparagement Counterclaims to Proceed Based on Factual Issues in the Agreement
Hughes v. Kelly, C.A. No. 414-VCN (Del. Ch. Aug. 3, 2010), read opinion here.
Brief Overview
Although this case was decided on June 30, 2010, it was filed under seal and the redacted public version was released on August 3, 2010. Procedurally this decision comes in response to a Motion to Dismiss Counterclaims by
Chancery Dismisses LLC Dispute Based on Forum Selection Clause Requiring Louisiana Jurisdiction and Arbitration
PPF Safeguard LLC v. BCR Safeguard Holding LLC, C.A. No. 4712-VCS (Del. Ch. July 29, 2010), read opinion here.
Brief Overview
Although no new law was announced in this case, the analysis concludes that all the claims are either subject to an arbitration clause or are subject to a mandatory forum selection clause
Delaware Corporate Law Implications of potential Barnes & Noble MBO
Professor Davidoff writes here about the Delaware corporate law implications related to the prospect of the largest shareholder and founder of Barnes & Noble seeking to buy the company, and the recent Delaware decisions that determine the standard of review that will be used by the courts to analyze the actions of management in the context of competing bidders for
Airgas’ Conflict Claims Against Cravath Firm to Proceed to Trial
Air Products and Chemicals, Inc. v. Airgas, Inc., is the caption of a case pending in the Delaware Court of Chancery regarding a hotly contested effort by Air Products to acquire Airgas. A trial in Delaware is scheduled to take place on October 4. The Court of Chancery previously denied a motion to disqualify the Cravath firm from representing Air Products–but
Professor Ribstein on Fiduciary Duty and Federal Law
Professor Larry Ribstein, a scholar often cited in the opinions of Delaware Courts, writes here about the impact of the recent SEC fine against Citigroup, and compares it with the decision of the Court of Chancery that dismissed a Caremark claim against Citigroup, and how all this relates to the creeping federalization of corporate law, including
Proxy Access Defenses to Dodd-Frank Act Provisions
Professor J.W. Verret continues his scholarship here about potential proxy access defenses in light of the proxy access provisions in the new Dodd-Frank Act that the good professor refers to as the "single most important corporate governance reform" included in the Act. His latest post is based on his forthcoming paper entitled: “Delaware’s Future: Reviewing Company
Court of Chancery Rejects Challenge to Interim Fee Award
On July 19, 2010, in a bench ruling, the Court of Chancery granted plaintiffs’ application for an interim award of fees and expenses to be paid by EMAK Worldwide, Inc. (“EMAK”). In a decision several days later the Court refused to allow an interlocutory appeal. Kurz, et al., v. Holbrook, et al., C.A. No. 5019-VCL
SEC Attempts to Eliminate Fiduciary Duty Element of Insider Trading
The Harvard Law School Corporate Governance Blog has a post here about recent cases where the SEC argues that breach of a confidentiality agreement can be the basis for an insider trading claim even when there is no underlying fiduciary duty.