Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
A recent Delaware Court of Chancery decision provided a thorough examination of the titular topic in connection with allegations of fraudulent enticement to invest. In Sehoy Energy LP v. Adriani, C.A. No. 12387-VCG (Del. Ch. June 16, 2021), the court discussed a few things that should be of interest to corporate and commercial litigators.
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This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Chancery Court recently decided OptimisCorp may be able to prove three ex-directors disloyally withheld from the struggling physical therapy company a $6.7 million award they had won…
In a recent letter ruling, the Court of Chancery deferred any decision on whether or not there was a violation of Rule 3.7(a) of the Delaware Lawyers’ Rules of Professional Conduct. In Re Straight Path Communications Inc. S’holder Litig., C.A. No. 2017-0486-VCG (Del. Ch. July 12, 2021).
Rule 3.7 generally prohibits a lawyer…
The Delaware Court of Chancery recently explained under what circumstances dual claims will be allowed to proceed for both breach of fiduciary duty and breach of contract in the context of the manager of an LLC allegedly using LLC assets for his personal benefit in a manner not shared by all the other LLC members.…
A recent Delaware Court of Chancery decision is useful for its description of the various options that a non-breaching party to a contract has if she believes that a breach of contract has occurred. In Macrophage Therapeutics, Inc. v. Goldberg, C.A. No. 2019-0137-JRS (Del. Ch. June 23, 2021), the court explained that among the options…
Regular readers of these pages may recall multiple prior blog posts on both veil-piercing and reverse veil-piercing over the last 16 years. Serious students should review the book on the topic by the renowned corporate law scholar, and a friend of this blog, Professor Stephen Bainbridge. The Delaware Court of Chancery recently recognized reverse-veil-piercing in…
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently ruled that SmileDirectClub Inc. investors did not have derivative standing to charge that their stock value was disloyally devalued by their directors’ excessively-priced…
For the most recent iteration of Delaware law on the topic of forum non conveniens, as it has evolved over the last few years, careful readers should be aware of the recent Chancery decision in Sweeny v. RPD Holdings Group, LLC, C.A. No. 2020-0813-SG (Del. Ch. May 27, 2021). This decision is consistent with the…
The Delaware Court of Chancery recently provided a nearly book-length tutorial on the law of statutory appraisal in Delaware in a 132-page post-trial decision styled In re Appraisal of Regal Entertainment Group, Cons. C.A. No. 2018-0266-JTL (Del. Ch. May 13, 2021). The court held that the proper price was the deal price, adjusted to eliminate…
In the case of Snow Phipps Group LLC v. KCAKE Acquisition, Inc., C.A. No. 2020-0282-KSJM (Del. Ch. April 30, 2021, modified June 2021), the court reviewed a topic of importance in deal litigation and one that has been the subject of many blog posts on these pages: an analysis of when reasonable…