The recent Delaware Court of Chancery decision in Krauss v. 180 Life Sciences Corp., C.A. No. 2021-0714-LWW (Del. Ch. Mar. 7, 2022), addressed nuances of advancement law that will be useful to those who labor in the field of corporate litigation dealing with these issues that are crucial to officers and directors.

The key…

A recent Chancery decision provided three reasons why the first-filed rule, sometimes known as the McWane Doctrine, would not be followed, based on the procedural history and facts in the case styled: In re Lordstown Motors Corp. Stockholders Litigation, C.A. No. 2021-1066-LWW (Del. Ch. Mar. 7, 2022). The Court first explained that the…

In a short letter ruling, with widespread applicability, the Court of Chancery explained in Paul Elton, LLC v. Rommel Delaware, LLC, et al., C.A. No. 2019-0750-KSJM (Del. Ch. Mar. 16, 2022), that typical indemnification provisions ordinarily:

“are presumed not to require reimbursement for attorneys’ fees incurred as a result of substantive litigation between the

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A recent Court of Chancery decision underscores the difficulty, at least in Delaware, of attempting to disregard the separate existence of a legal entity, sometimes referred to as “piercing the corporate veil”—though in the case styled  Verdantus Advisors, LLC v. Parker Infrastructure Partners, LLC, C.A. No. 2020-0194-KSJM, Order (Del. Ch. Mar. 2, 2022), the…

A recent Court of Chancery decision acknowledged the “muddled” status (before this decision) of Delaware case law on the anti-bootstrapping doctrine, which has been covered in several decisions highlighted on these pages. The opinion in Levy Family Investors, LLC v. Oars + Alps, LLC, C.A. No. 2021-0129-JRS, Memo. Op. (Del. Ch. Jan. 27, 2022),…

A recent Court of Chancery letter ruling is noteworthy because it granted a motion for reargument.  Over the last 17 years that I have been highlighting cases on this blog, I can count on my fingers the number of motions for reargument that have been granted.  This is one of those rare birds.  Tygon …

A recent Delaware Chancery decision is noteworthy for its application of the Revlon exception to the recent statement of Delaware law in the Rosson case–a Supreme Court opinion[1] declaring that equity-dilution or overpayment claims are derivative, except when there is also a change of control in which event it would be a direct claim. …

A recent Delaware Court of Chancery ruling in Wagner v. Tesla, Inc., C.A. No. 2021-1090-JTL, transcript ruling (Del. Ch. Jan. 19, 2022), has sharpened the “tools at hand” that the Delaware courts have long exhorted corporate litigators to use before filing a plenary lawsuit–namely, DGCL § 220, which is the basis for the right of…