In Cyber Holding LLC v. CyberCore Holding, Inc., C.A. No. 7369-VCN (Del. Ch. July 8, 2015), the Delaware Court of Chancery provides a useful exercise in contract interpretation regarding whether the buyer or the seller of a business would be responsible for certain post-closing tax liability. After applying the usual standards, the Court of Chancery
Chancery Has Jurisdiction to Enjoin Potentially Unconstitutional Statute
The recent Delaware Court of Chancery decision in Doe v. Coupe, C.A. No. 10983-VCP (Del. Ch. July 14, 2015), clarifies the basis for equitable jurisdiction needed in order for the Court of Chancery to hear a claim that the state should be enjoined from enforcing an unconstitutional statute, in connection with a declaratory judgment
Chancery Rejects Two Separate M&A Settlements on Same Day
Two rejections by the Delaware Court of Chancery last week, on the same day, of two separate proposed settlements of two unrelated class actions challenging a merger, were reported by The Chancery Daily, Professor Bainbridge and Alison Frankel of Thomson Reuters. The two cases are Acevedo v. Aeroflex Holding Corp., et al., C.
Fraud and Fiduciary Duty Claims Survive Against Seller of Business
In an article for the current issue of the Delaware Business Court Insider, I discussed a recent opinion by the Delaware Court of Chancery that denied a motion to dismiss claims against the seller of a business. Those claims included allegations of fraud and breach of fiduciary duty. The article appears below.
The Delaware
Interfacing of DGCL Section 141(e) and the Business Judgment Rule
Professor Stephen Bainbridge, one the nation’s leading corporate law scholars, who is often cited in Delaware opinions, addresses the titular issue in a blog post today, and invites commentary. Specifically, the good professor begins the discussion as follows:
I’m pondering the relationship between the business judgment rule and Section 141(e) of the Delaware General Corporation
Chancery Dismisses Claim of Excessive Compensation
Friedman v. Dolan, C.A. No. 9425-VCN (Del. Ch. June 30, 2015), is a Delaware Court of Chancery decision that should be read by anyone who thinks they should be able to challenge allegedly excessive compensation packages granted to members of a family in a family-controlled company. This ruling granted a motion to dismiss claims related
Supreme Court Interprets Advance Notice Bylaws
Hill International, Inc. v. Opportunity Partners L.P., Del. Supr., 305, 2015 (Del. July 2, 2015). This Delaware Supreme Court opinion should be read by anyone interested in the latest iteration of Delaware law on advance notice bylaws. A few bullets points about this decision should help readers decide if they want to read the whole
Dispute on Advancement of Fees to Corporate Directors; Court Requires Discussion During a Meal
Advancement of fees to corporate directors has been the focus of many decisions of Delaware’s Supreme Court and Court of Chancery that have been highlighted on these pages over the last ten years. Both the statute and the cases that interpret them are often counterintuitive and one of the more vexing aspects of corporate litigation.
Judicial Comportment
For my regular ethics column for The Bencher, the national publication of the American 
Inns of Court, I wrote about the recent investiture ceremony for The Honorable Mark Kearney‘s elevation to the bench of the U.S. District Court for the Eastern District of Pennsylvania. The article describes highlights of his exemplary background and
Supreme Court Addresses Direct v. Derivative Claim in Contractual Context
NAF Holdings, LLC v. Li & Fung (Trading) Limited, Del. Supr., No. 641, 2014 (Del. June 24, 2015). This Delaware Supreme Court decision held that a party has a direct claim to pursue a breach of contract action for a contract to which it is a party in order to enforce its own contractual