Delaware will retain jurisdiction over a dissolution claim notwithstanding a mandatory New York forum selection clause, according to the recent Delaware Court of Chancery opinion in Seokoh, Inc. v. Lard-PT, LLC, C.A. No. 202-0613-JRS (Del. Ch. March 30 2021). This case involved the petition for dissolution of a Delaware LLC while litigation between the
Chancery Court finds ex-officer’s reasonable reading of indemnification pact prevents dismissal
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 refused most of B. Riley Financial, Inc.’s motion to dismiss an ex-officer and director’s complaint for indemnification for his settlement of underlying breach-of-duty
Facebook investors can search one more Section 220 category for board’s $5 billion settlement rationale
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 allowed a Facebook Inc. shareholder plaintiff to inspect the directors’ electronic communications concerning how the company ended up paying $5 billion for a
Recent Chancery Decision Addresses Dissolution Based on LLC Deadlock
A recent Delaware Court of Chancery decision provided an exemplary analysis of when a deadlock in an LLC might be the basis for a dissolution. In Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Jan. 29, 2021), the court analyzed case law, statutes, and learned commentary that it synthesized in a careful application to
Delaware Standards Applicable to Which Case Will Proceed When Same Parties Have Pending Litigation in Multiple States
A recent Delaware Court of Chancery decision recited the standards applied in Delaware to determine when to stay a case or allow it to proceed when similar litigation between the same parties is proceeding in another state. In AG Resources Holdings, LLC v. Terral, C.A. No. 2020-0850-JRS (Del. Ch. Feb. 10, 2021), the court
Company’s Privileged Communications Must Be Provided to Board Members
I have been writing an ethics column for the national publication of The American Inns of Court, called The Bencher, for about 24 years or so. My latest column appears in the current edition and is reproduced below, courtesy of The Bencher and The American Inns of Court.
Company’s Privileged Communications Must Be Provided to
16th Annual Review of Key Delaware Corporate and Commercial Decisions
16th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 16th year that Francis Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This list does not attempt to include
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