Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Court of Chancery, citing the milestone Corwin decision, recently dismissed a suit by Anaplan Inc. shareholders who claimed post-merger pact equity grants for some officers and directors cheated them out of $400…
A recent Delaware Court of Chancery ruling is a gem, notwithstanding—or maybe because of—its brevity, that addresses the minimum allegations required to seek dissolution of a business entity, and deserves a place in the pantheon of Delaware decisions. It presents itself to the world in the form of a short and humble Order that simply…
A recent Delaware Court of Chancery opinion explains several principles of Delaware law useful for corporate and commercial litigators alike. In ETC Northeast Field Services, LLC v. Muse, C.A. No. 2023-0249-MTZ (Del. Ch. May 31, 2024), the Vice Chancellor determined that laches prevented breach of fiduciary duty claims because to allow the claims would…
Compared to what might be described as an epistemological analysis of some aspects of Delaware corporate law, this short post is a more practical tool for the toolbox of litigators who can benefit, on a substantive level, from enforcing strict compliance with procedural discovery rules. In the case styled: In re Delaware Public Schools Litigation…
Prior blog posts over the last 19-plus years on these pages have addressed the difficulty of succeeding on a motion to disqualify counsel. The recent Delaware Court of Chancery decision in Brex Inc. v. Su, C.A. No. 2022-0758-MTZ (Del. Ch. May 22, 2024), is no exception.
This ruling explains why disqualification of counsel was…
I often defer to the professoriate for scholarly reviews of lengthy Chancery decisions. Professor Ann Lipton provides a review of the Caremark analysis in a recent 100-plus page Chancery decision that discussed a conflicted controller transaction with a problematic special committee. The case is Firefighters’ Pension System v. Foundation Building Materials, C.A. No. 2022-0466-JTL…
The recent Delaware Court of Chancery decision styled In re Columbia Pipeline Group, Inc. Merger Litigation, Cons. C.A. No. 2018-0484-JTL (Del. Ch. May 15, 2024), provides a mini-treatise on the titular topic, and a scholarly deep dive that includes a tour of nearly 40 years of Delaware corporate law on the tension between the contractual…
A recent Delaware Court of Chancery decision addressed many Delaware legal precepts of importance in connection with claims by members in a web of related alternative entities, that have broad application for those involved in commercial and business litigation.
In the case styled Kuramo Capital Management, LLC v. Seruma, C.A. No. 2021-0323-KSJM (Del. Ch.
The Court of Chancery recently explained in the case styled In Re Harris FRC Corporation Merger and Appraisal Litigation, No. 2019-0736-JTL (Del. Ch. Feb. 19, 2024), the difference between the attorney/client privilege and a lawyer’s duty of confidentiality under Rule of Professional Conduct 1.6.
The titular topic was the subject of my latest…
The titular topic is addressed in the recent Chancery decision of McRitchie v. Zuckerberg, and corporate law scholar Professor Bainbridge provides scholarly insights about the topic and the decision on his blog, which includes the following money quote from the opinion:
…Under the standard Delaware formulation, directors owe fiduciary duties to the corporation