Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
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 Court of Chancery recently barred a Scientific Games Corp. investor from suing ex-Chairman Ron Perelman and his “hand-picked” directors in Delaware because the plaintiff couldn’t prove it was…
A recent letter ruling from the Court of Chancery clarified the procedural distinction between a statutory proceeding considered “summary” in nature, and a case that may involve exigent circumstances for which a Motion to Expedite may be warranted. In PL Wardman Member, LLC v. JBGS/Company Manager, L.L.C., No. 2020-0754-JRS (Del. Ch. Sept. 21, 2020),…
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.
A discovery ruling by the Delaware Court of Chancery in a contest between two board factions for control of Adkins Energy LLC allowed plaintiff Pearl City Elevator, Inc. access…
There remains a relative paucity of opinions addressing the nuances of the dissolution statute under DGCL Section 280, compared to the Delaware decisions addressing other sections of the DGCL, so we refer to a recent Court of Chancery decision that denies a Motion for Reargument under Rule 59(f) of a ruling that rejected a request…
A recent Delaware Court of Chancery decision addressed the issue of whether a seller was liable for not disclosing the notification it received prior to closing that one or more key customers were terminating their relationship with the seller’s business. Swipe Acquisition Corporation v. Krauss, C.A. No. 2019-0509-PAF (Del. Ch. Aug. 25, 2020). This…
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.
In a recent ruling dismissing shareholder charges that Outerwall Inc.’s directors disloyally sold the automated vendor company too cheaply to avoid losing their seats in a looming proxy fight…
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 decided AmerisourceBergen Corporation shareholders’ breach-of-duty suit was one of the few Caremark claims to pass Delaware’s pre-suit demand test because it may prove…
A recent Court of Chancery letter ruling provides useful definitions and related statements of Delaware contract law in connection with issues that arose over an asset purchase agreement. In CHS/Community Health Systems, Inc. v. Steward Health Care System LLC, C.A. No. 2019-0165-JRS (Del. Ch. Aug. 21, 2020), the following statements of law provided by the…
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, on an issue of first impression, that The We Company’s management did not have the authority to unilaterally preclude a director faction…
The Delaware Statute of Limitations for contract claims v. claims for wages was compared and contrasted in Weik, Nitsche & Dougherty, LLC v. Pratcher, C.A. No. 2018-0803-MTZ (Del. Ch. Aug. 26, 2020). In sum:
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