In connection with a recent dispute among LLC members, the Court of Chancery discussed an apparent issue of first impression in Delaware: The rights of the fiduciary of a debtor who seeks to help a creditor-entity that the fiduciary has an interest in. In Skye Mineral Investors, LLC v. DXS Capital (U.S.) Limited, C.A. No.
Updated “Guidelines for Persons Litigating in the Court of Chancery”
The Delaware Court of Chancery recently published an updated version of Practice Guidelines. Weighing in at 38 single-spaced pages, it must be read by both Chancery litigators and those out-of-state counsel who litigate Chancery cases. The original Practice Guidelines highlighted on these pages, promulgated in 2012, were a mere 18-pages in length.
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Delaware Superior Court finds D&O policy, Solera precedent, bar coverage “for” appraisal action
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 Superior Court recently dismissed Jarden LLC’s bid for D&O insurance coverage for an appraisal suit that was not “for” redress of a “wrongful act” – and even
Delaware State Bar Association Publishes Formal Opinion on Remote Lawyering
The Delaware State Bar Association’s Professional Ethics Committee, for which I serve as the current Vice Chair, recently published Formal Opinion 2021-1 (July 9, 2021), that addresses the legal ethics issues related to lawyers who work remotely in states where they are not licensed–such as from their homes–as many were required to do when their
Chancery Describes Claims Barred by Standard Integration Clause
The Delaware Business Court Insider‘s current edition includes an article I co-authored with Chauna Abner that highlights a recent Delaware Court of Chancery decision that explains the types of claims that are barred by a standard integration clause–as compared to the more robust anti-reliance clause that is required to preclude most typical claims arising
Chancery Clarifies Standard to Shift Fees for Improper Litigation Conduct
For the last 16 years, these pages have featured many highlights of court decisions addressing the right of a stockholder, or a member of an LLC, to demand a company’s “books and records“. Regular readers will recall much commentary about why the exercise of such rights are not for the fainthearted.
Why this decision
Chancery Observes Rare Exception to General Rule that Breach of Contract Claim Cannot Be Bootstrapped into a Fraud Claim
A recent Delaware Court of Chancery decision provided a thorough examination of the titular topic in connection with allegations of fraudulent enticement to invest. In Sehoy Energy LP v. Adriani, C.A. No. 12387-VCG (Del. Ch. June 16, 2021), the court discussed a few things that should be of interest to corporate and commercial litigators.
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Directors may have breached duty as derivative suit plaintiffs by putting allies’ interests ahead of company’s
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 Chancery Court recently decided OptimisCorp may be able to prove three ex-directors disloyally withheld from the struggling physical therapy company a $6.7 million award they had won
Chancery Defers Decision on Rule 3.7 of the Delaware Lawyers’ Rule of Professional Conduct
In a recent letter ruling, the Court of Chancery deferred any decision on whether or not there was a violation of Rule 3.7(a) of the Delaware Lawyers’ Rules of Professional Conduct. In Re Straight Path Communications Inc. S’holder Litig., C.A. No. 2017-0486-VCG (Del. Ch. July 12, 2021).
Rule 3.7 generally prohibits a lawyer
Chancery Allows Claims for Breach of Both Fiduciary Duty and Contract Against LLC Manager
The Delaware Court of Chancery recently explained under what circumstances dual claims will be allowed to proceed for both breach of fiduciary duty and breach of contract in the context of the manager of an LLC allegedly using LLC assets for his personal benefit in a manner not shared by all the other LLC members.