The Delaware Court of Chancery recently published a comprehensive and scholarly analysis of the limited scope of the subject-matter jurisdiction of Delaware’s court of equity, and refused to accept a case that sought a permanent injunction, in a formal opinion styled: In re Covid-Related Restrictions on Religious Services, Consol. C.A. No. 2021-1036-JTL (Del. Ch.
Chancery Court Updates
Shareholder v. Stockholder–which term is preferred in Delaware?
By Francis Pileggi on
Posted in Chancery Court Updates, Commentary
Although this short post does not qualify as breaking news, it will be a useful reminder for some:
The Delaware Court of Chancery prefers “stockholder” as the term uniformly used in the Delaware General Corporation Law for those owning a corporation, though in the past, especially prior to the 2010 DGCL amendments, there were inconsistent…
Chancellor says car company controller’s quick appeal bid must fire on all 8 factors to win in high court
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware law and writing about it in various publications for over 30 years.
The Chancery Court’s chief judge recently ruled Carvana Corp. controller Ernest Garcia ll stated only one of eight needed factors for a quick appeal of her June decision that he and…
Chancery Examines Equitable Defenses and Restrictions on Transfer of LLC Interests
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery’s recent opinion in XRI Investment Holdings LLC v. Holifield, No. 2021-0619-JTL (Del. Ch. Sept. 19, 2022), should be included in the pantheon of consequential Delaware Chancery opinions and will remain noteworthy for many reasons that deserve to be the subject of a law review article, but for purposes of…
Chancery Court explains dismissal, short life of SolarWinds suit and other recent Caremark actions
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware law and writing about it in various publications for over 30 years.
The Delaware Chancery Court recently threw out a shareholder’s oversight claim against SolarWinds Corporation’s directors because it failed to show they were unfit to review plaintiffs’ negligent supervision suit over a…
Example of the Wrong Way to Oppose a Subpoena
By Francis Pileggi on
Posted in Chancery Court Updates
Although I have been quoted extensively in many major publications about various aspects of the ongoing Twitter v. Musk litigation pending in the Delaware Court of Chancery regarding Twitter’s efforts to force Musk to consummate the offer by Musk to buy Twitter, I have not written much about the multitude of pre-trial rulings regarding the…
Chancery Finds Implied Agreement for Withdrawal of LLC Member
By Francis Pileggi on
Posted in Chancery Court Updates
Any lawyer involved in litigation about issues surrounding an LLC member’s withdrawal from an LLC should become familiar with the recent decision in 5high LLC v. Feiler, C.A. No. 2022-0108-LWW (Del.Ch. Aug. 5, 2022).
Issue Addressed
Whether one of the original 50/50 members of an LLC resigned despite no written LLC agreement and no…
Chancery Court finds dual class stock amendment fits MFW framework, investor challenge fails
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware law and writing about it in various publications for over 30 years.
Delaware’s Court of Chancery recently dismissed a shareholder challenge to The Trade Desk Inc. (TTD) charter amendment that extended the advertising software company’s dual stock class structure and its CEO’s control,…
Chancery Addresses Fiduciary Duties of Corporate Officer
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery recently published a post-trial decision involving the officer of a company who breached his fiduciary duties by, among other things, competing against the company for which he served as president. Metro Stores International LLC v. Harron, C.A. No. 2018-0937-JTL (Del. Ch. May 4, 2022), is a 128-page opinion that…
Chancery Addresses Subject Matter Jurisdiction and Basic Contract Principles
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Court of Chancery decision provides a few basic but important statements of Delaware law that are useful for the toolbox of corporate and commercial litigators. In Klein v. ECG Topco Holding, LLC, C.A. No. 2021-0701-LWW (Del. Ch. July 8, 2022), the Court pithily decides issues that arose in the context of the…