Court of Chancery Updates

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 Conrad v. Blank, 2007 WL 2593540 (Del.Ch., Sept. 7, 2007), read opinion here. This Chancery Court decision allowed a stock option backdating claim to proceed and denied a Motion to Dismiss that alleged failure to make a pre-suit demand. The opinion included a complete overview of the analysis applicable when pre-suit demand must be made as a prerequisite…

This weekend’s edition of The Wall Street Journal has an article here about the ongoing Chancery Court litigation between two partners in the successful private equity firm of Fox Paine & Co., who had a falling out. The article details the high-stakes, bitter partnership dispute involving large sums of money that is the type of case…

Melzer v. CNET Networks, Inc., 2007 WL 2593065 (Del. Ch., Sept. 6, 2007), read opinion here.  This is a Chancery Court decision addressing a discovery dispute in the context of 8 Del. C. Section 220. Many cases interpreting DGCL Section 220, regarding a shareholder’s right to demand books and records, have been summarized on…

In Swinford v. World Aviation Systems, Inc. (Del.Ch., Aug. 29, 2007), read opinion here, the Chancery Court dealt with the attempted enforcement by an ex-employer of an agreement with an ex-employee to arbitrate disputes. The ex-employee refused to admit that the signature on the document was his. Instead, he claimed that his signature was forged. In light…

 In LaPoint v. AmerisourceBergen Corp., (Del. Ch., Sept. 4, 2007),  read opinion here, the Chancery Court ruled that a merger agreement was breached in connection with an "earnout provision", and awarded former shareholders of the acquired company $21 million in damages.  Amerisource has vowed to appeal, as reported by Bloomberg News here. The…

In The Follieri Group LLC  v . Follieri/Yucaipa Investments, LLC,  2007 WL 2459226 (Del. Ch., Aug. 23, 2007), read opinion here, the Chancery Court decided a preliminary issue in a business dispute involving a joint venture entered into by the rich and famous.  The Court denied the effort of a putative creditor (of the LLC sought to…

In Highfields Capital, Ltd. v. AXA Financial, Inc., 2007 WL 2410295 (Del. Ch., Aug. 17, 2007), read opinion here, the Chancery Court rejected the expert testimony of the experts of both parties and arrived independently at its own valuation in this appraisal proceedings pursuant to Section 262 of the Delaware General Corporation Law (Title…