Delaware Court of Chancery Rule 5.1 provides the standard and an intricate series of procedures for the parties to seek “confidential treatment” to prevent pleadings filed with the court from being publicly available. The prior version of the rule referred to this procedures as “filing under seal.” Notably, analogous procedures in federal court employ a
Chancery Court Updates
Chancellor “X”s out Twitter investor’s claim he spurred Musk’s social media mind change
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Court of Chancery, in a key ruling on the third-party beneficiary rights of merger target shareholders, has dismissed an ex-Twitter Inc. investor’s “lost premium” suit that sought a $3 million “mootness fee” after…
Board’s Actions Did Not Trigger Advancement Rights
This post was prepared by Andrew J. Czerkawski, an associate in the Delaware office of Lewis Brisbois, who is scheduled to be sworn in to the Delaware Bar in December 2023
In Hoffman v. First Wave Biopharma, Inc., 2023 Del. Ch. LEXIS 378 (Del. Ch. Sep. 27, 2023), the Delaware Court of Chancery…
Chancery Addresses Claims that Buyer of Business Diverted New Deals to Exclude Milestone Targets
The Delaware Court of Chancery recently addressed a litany of claims that the buyer of a business breached its contractual and fiduciary duties by diverting new deals that deprived the sellers from reaching milestones in the purchaser’s new entity that would have triggered increased value.
Chancery Determined Proper LLC Members Pursuant to Section 18-110
A recent Delaware Court of Chancery decision determined the proper members of an LLC and their respective interests pursuant to Section 18-110 of the Delaware LLC Act. In REM OA Holdings, LLC v. Northern Gold Holdings, LLC, C.A. No. 2022-0582-LWW (Del. Ch. Sept. 20, 2023), the court determined in a post-trial opinion that at…
Chancery Determines in Section 225 Action: Board Members Properly Removed
In a targeted proceeding pursuant to Section 225 of the DGCL with the limited purpose of determining whether members of the board of directors were properly removed, the Delaware Court of Chancery determined that the plaintiff did not establish its burden of proof to challenge the removal of board members. In Barbey v. Cerego, Inc…
Chancery rules that Delaware allows grant of 10 votes per-share to “Up-C” CEO
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Court of Chancery, in a guidepost ruling on the power to bestow super-voting stock, has dismissed a shareholder’s “identity-based voting” suit over Bumble Inc.’s decision to designate ten-votes-per-share only for the stock of…
Chancery Court finds collection of bad faith factors enough to keep GoDaddy suit alive
This article was prepared by Frank Reynolds, who has been following Delaware corporate law and writing about it in various publications for more than 35 years
The Delaware Court of Chancery has allowed GoDaddy Inc. shareholders to continue their suit that claims their directors exhibited bad faith by disloyally rubber-stamping the under-valued buyout of a…
Statutory Dissolution Claims Subject to Arbitration
Over the nearly two decades that I have maintained this blog, I have written about a fair number of court decisions involving statutory dissolution. The recent Delaware Court of Chancery decision styled: In re Neworld Energy Holdings LLC, C.A. No. 2023-0282-MTZ (Del. Ch. August 24, 2023), granted a motion to dismiss based on an…
Chancery Addresses Fiduciary Duty of Disclosure in Context of a Squeeze-Out
A recent Chancery decision addressed many important issues related to a squeeze-out merger involving an LLC in which the minority member claimed that it did not receive a fair price for its minority interest. See Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023). There are…