Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
Some readers who have followed these pages over the last 18 years may be weary of reading about DGCL Section 220 court decisions regarding the nuanced right, subject to various prerequisites, of a stockholder to demand certain books and records. But bear with me for this short post.
Discovery in a Section 220 case is…
The Delaware Court of Chancery recently addressed the titular topic and reasoned after a thorough analysis that, in opposing the appointment of a receiver, counsel’s “purported representation of a defunct limited liability company is not only puzzling, but impossible.” In Re Reinz Wisconsin Gasket, LLC, C.A. No. 2022-0859-MTZ, Slip op. at 2 (Del. Ch.
I recently posted my latest ethics column for The Bencher which provided a short overview of the standards for judicial recusal or disqualification applicable to federal judges. The standards for state judges are similar but based on slightly different rules.
Fortunately, there are not many decisions by the Delaware Court of Chancery on the standards…
This article was prepared by Frank Reynolds, who has been following Delaware corporate law and writing about it in various publications for more than 35 years.
The Delaware Chancery Court recently addressed a novel attorney-client privilege issue in an appraisal action, ruling FairXchange LLC could not shield the merger deal knowledge of its dual-role director/investment…
The Court of Chancery exercised its discretion to appoint a guardian ad litem to assist the court in determining the appropriate amount to reserve as security for unknown liabilities in connection with dissolving a corporation pursuant to the optional court-supervised procedure contemplated by DGCL Sections 280 and 281(a). In the matter styled In Re Riviera …
A recent decision from the Delaware Court of Chancery clarifies the scope of a charging lien that attorneys may impose on the money available as a result of a lawsuit in which the client incurred unpaid legal fees. AutoLotto, Inc. v. J. Streicher Financial, LLC, C.A. No. 2022-0661-MTZ (Del. Ch. March 2, 2023).
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The title of this blog post is a paraphrase from a description in a recent article by Reuters about a case in the Delaware Court of Chancery against The Walt Disney Company, based on Section 220 of the Delaware General Corporation Law, that went to trial this past Wednesday. As of this writing, on Sunday…
A recent decision of the Delaware Court of Chancery is noteworthy for clarifying the less-than-clear case law regarding what specific factual allegations in support of a petition for judicial dissolution of an LLC would survive a motion to dismiss. In the case styled: In re: Dissolution of T&S Hardwoods KD, LLC, C.A. No. 2023-0782-MTZ…
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 recently dismissed shareholder charges that AmerisourceBergen Corp. officers and directors breached their Caremark duties, finding insufficient proof that they caused the pharma company to prioritize opioid pill profits…
The Delaware Court of Chancery recently determined that regardless of the absence of a formal title or role, one can be found to be acting as a de facto manager of an LLC, and therefore, subject to personal jurisdiction of the court, as well as being bound by common law fiduciary duties, pursuant to Section…