A recent ruling of the Delaware Court of Chancery provides a useful refresher on the standards that must be met for various exceptions or waivers of the attorney/client privilege to apply. In Drachman v. BioDelivery Sciences International, Inc., C.A. No. 2019-0728-LWW (Del. Ch. Aug. 25, 2021), the Court addressed the following theories which, if applicable,
Chancery Court Updates
Chancery Court bars revived new-evidence claims against dismissed defendant
By Francis Pileggi on
Posted in Chancery Court Updates
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 refused Charter Communications Inc. investors’ bid to amend their breach-of-duty complaint so as to add previously-dismissed defendant Liberty Broadband Corp. based on newly-discovered evidence…
Chancery Clarifies When Forum Selection Clause Binds Non-Signatory
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision must be read by anyone interested in the latest iteration of Delaware law concerning when a non-signatory may be bound by a forum selection clause in an agreement. In Florida Chemical Company, LLC v. Flotek Industries, Inc., C.A. No. 2021-0288-JTL (Del. Ch. Aug. 17, 2021), the court provides…
Chancery Explains Policy Limits to Contractual Restrictions on Fraud Claims
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision is noteworthy for its clarification of the nuanced contours of Delaware law regarding contractual restrictions on the perennial feature of Delaware commercial litigation, known as post-closing fraud claims. In Online Healthnow, Inc. v. CIP OCL Investments, LLC, C.A. No. 2020-0654-JRS (Del. Ch. Aug. 12, 2021), the court…
Chancery: LLC Managers Breached Fiduciary Duties
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Chancery decision recounts the epic tale of a group of business partners who were longtime friends and who later accused each other, after forming a business together, of fraud and breach of fiduciary duty. In Stone & Paper Investors, LLC v. Blanch, C.A. No. 2018-0394-PAF (Del. Ch. July 30, 2021), the court describes…
Can Fiduciary of a Debtor Assist a Creditor-Entity that Fiduciary Has Interest In?
By Francis Pileggi on
Posted in Chancery Court Updates
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”
By Francis Pileggi on
Posted in Chancery Court Updates
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.
Courtesy of…
Chancery Clarifies Standard to Shift Fees for Improper Litigation Conduct
By Francis Pileggi on
Posted in Chancery Court Updates
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
By Francis Pileggi on
Posted in Chancery Court Updates
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
By Francis Pileggi on
Posted in Chancery Court Updates
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…