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
Chancery Court Updates
Chancery Addresses Disputes Among Members of Related Alternative Entities
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.
Chancery Explains Distinction Between Attorney/Client Privilege and Confidentiality Duty in Rule of Professional Conduct 1.6
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…
Modern Portfolio Theory and Delaware Corporate Law
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
Chancery says TripAdvisor Nevada charter change ruling fails quick appeal standards
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
Vice Chancellor Travis Laster recently denied the TripAdvisor Inc. directors’ request for a quick appeal of his decision one month earlier to let shareholders press their charge that the board’s charter change move to Nevada…
Chancery Compares California and Delaware Law on Advancement
A recent gem of a short letter ruling from the Delaware Court of Chancery in Goldman v. LBG Real Estate Company LLC, C.A. No. 2023-0426-KSJM (Del. Ch., Feb. 26, 2024), provides important insights, with citations to authority, on three noteworthy topics of widespread relevance to corporate litigators:
- California courts find “Delaware law on advancement
Chancery Decision Provides Procedural Guidance on Best Practice for Drafting Answers to Complaint
A recent Delaware Court of Chancery transcript ruling provides guidance on best practices for how to craft answers to a complaint, in the matter styled: 26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., C.A. No. 2023-0128-JTL, Transcript (Del. Ch. Feb. 9, 2023). (N.B. In Delaware, transcript rulings can be cited in briefs.)
The…
Chancery Addresses Tension Between Stockholder Agreement and DGCL Section 141(a) Regarding Statutory Provision that Directors Manage the Corporation
In a recent magnum opus, the Delaware Court of Chancery in the matter of West Palm Beach Firefighters Pension Fund v. Moelis & Co., C.A. No. 2023-0339-JTL (Del. Ch. Feb. 23. 2024), addressed the tension between DGCL Section 141(a), which provides that directors manage the business and affairs of the corporation unless otherwise provided…
Chancery Court says no injunction for charter change that left investors with less rights but damages are possible
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 recently refused to dismiss shareholder charges that TripAdvisor Inc.’s CEO/controller and directors robbed them of litigation rights by moving the firm’s charter to Nevada in a self-interested transaction that triggered…
Chancery Recites Fundamental Principles of Delaware Corporate Law
In the context of explaining why certain challenges to a stockholders’ agreement were not barred by laches and were otherwise timely, the Delaware Court of Chancery recently recited several enduring fundamental principles of Delaware corporate law and corporate governance in the gem of a decision styled: West Palm Beach Firefighters’ Pension Fund v. Moelis & …