A recent Chancery decision deserves a place in the toolbox of corporate litigators for its nuanced approach that highlights the difference in criteria between a Motion to Expedite Proceedings and the similar but materially different standard applied to a Motion for a TRO. In the matter styled The New York City Employees’ Retirement System v.
Court of Chancery Updates
Chancery lets suit over who caused Get Together Inc.’s break-up continue
By Francis Pileggi on
Posted in Court of Chancery Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Delaware Court of Chancery recently declined to dismiss claims that three venture capital firms disloyally caused the collapse of Get Together Inc. by hastily pulling out of the troubled social media start-up and allegedly…
Chancery Imposes Penalties for Spoliation in Facebook Litigation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides useful guidance regarding the requirements to preserve evidence in litigation and the potential penalties for spoliation. In the matter styled: In re Facebook, Inc. Derivative Litigation, C.A. Cons. No. 2018-0307-JTL (Del. Ch. Jan. 21, 2025), the court addressed spoliation in litigation involving allegations that Facebook sold personal…
Chancery Rejects Claims Against Controller in Sale of Company
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Court of Chancery decision determined that the sale of a company initiated by the controller, a private equity fund which was also the largest equity holder in the company, did not run afoul of the business judgment rule. The decision in Manti Holdings, LLC v. The Carlyle Group Inc., C.A. No. 2020-0657-SG…
Chancery Lets Suit Over Fox “Stolen Election” Stories Proceed Due to CEO’s Influence
By Francis Pileggi on
Posted in Court of Chancery Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article
A recent Delaware Court of Chancery opinion clarifies how and when a majority of directors may lack independence from its CEO, and finds Rupert Murdoch’s financial or personal influence could have skewed the objectivity of…
Chancery Relies on Promissory Estoppel to Resolve LLC Ownership Dispute
By Francis Pileggi on
Posted in Court of Chancery Updates
Sean Brennecke, a partner in the Delaware office of Lewis Brisbois Bisgaard & Smith, prepared this post.
In a limited post-trial opinion, Vice Chancellor Glasscock relied on the doctrine of promissory estoppel to hold that a person had an ownership in a Delaware LLC despite not being identified as an owner in an LLC’s formation…
Chancellor Provides Practice Tips and Unwritten Scheduling Guidelines
By Francis Pileggi on
Posted in Court of Chancery Updates
Two recent letter decisions provide practice tips from the Chancellor for Chancery practitioners regarding coordinating with non-Delaware lawyers working on Chancery cases, as well as nuances of contacting chambers for scheduling purposes. In the matter styled In re SwervePay Holdings Acquisition, LLC, C.A. No. 2021-0446-KSJM (Del. Ch. Oct. 21, 2024), the court provided instruction…
Indemnification Granted for Successful Books and Records Action
By Francis Pileggi on
Posted in Court of Chancery Updates
Most indemnification cases involve successfully defending claims, but a recent Delaware Court of Chancery decision granted indemnification for the successful pursuit of a books and records action, in Gentile v. GPB Capital Holdings, LLC, C.A. No. 2024-0165-PAF (Del. Ch., Nov. 27, 2024).
This decision is noteworthy because it explains the broader scope of indemnification…
Chancery Addresses Indemnification and Escrow Provisions in Merger Agreement
By Francis Pileggi on
Posted in Court of Chancery Updates
The analysis, in the context of a post-merger dispute, of the nuances of an indemnification provision and whether or not escrow funds should be released was the subject of a recent Delaware Court of Chancery decision in Reddy v. 2nd Chance Treatment Centers, LLC, C.A. NO. 2024-0193-SKR (Del. Ch., Dec. 12, 2024). Sitting by…
Removal of LLC Manager Upheld
By Francis Pileggi on
Posted in Court of Chancery Updates
In an expedited post-trial decision, the Delaware Court of Chancery recently determined who the proper managers were of an LLC, as well as the validity of the removal of a manager, pursuant to the summary proceedings provided for in Section 18-110 of the Delaware Limited Liability Company Act. In St. Peters, L.P. v. Bold On …