The Bancorp Bank v. Cross & Simon LLC, C.A. No. 10299 (Del. Ch. May 8, 2015). This Chancery ruling explains that a declaratory judgment action could be filed in either Chancery or Superior Court, but in order for the Delaware Court of Chancery to have jurisdiction there must be some type of equitable basis
Chancery Awards Fees for Unfair Process Despite Finding of Fair Price
In Re Nine Systems Corporation Shareholders Litigation, Cons. C.A. No. 3940-VCN (Del. Ch. May 7, 2015). This Delaware Court of Chancery decision on the award of attorneys’ fees is blogworthy in that the basis of the award is a post-trial finding that, after 
application of the entire fairness standard to a recapitalization that resulted in
Chancery Dismisses Claims Based on Pre-Suit Demand Failure
Ryan v. Gursahaney, C.A. No. 9992-VCP (Del. Ch. April 28, 2015). In this Delaware Court of Chancery decision a motion to dismiss is granted due to the failure to make pre-suit demand based on an application of the Aronson principles, as well as the failure to adequately allege the lack of disinterestedness and independence.
Wal-Mart Saga Ends in Delaware; Plaintiff Loses Bid for More Section 220 Documents
As Frank Reynolds of Thomson Reuters reports, the long-running effort of a stockholder to obtain additional documents from Wal-Mart in a Section 220 proceeding appears to have reached a conclusion, though it may still be the subject of second appeal. Frank 
Reynolds reports that the Court of Chancery ruled from the bench on May
Creditor’s Fiduciary Duty Claims Proceed Based on Traditional Insolvency Test
Quadrant Structured Products Company, Ltd. v. Vertin, C.A. No. 6990-VCL (Del. Ch. May 4, 2015). This Court of Chancery opinion is destined to be cited as a seminal ruling for its historical and doctrinal analysis of important principles of Delaware corporate law, including the following:
- The reasons why creditors can pursue derivative claims on
Chancery Applies Entire Fairness Standard to Director Compensation
Calma v. Templeton, C.A. No. 9579-CB (Del. Ch. April 30, 2015). This Court of Chancery opinion addressed the standard of review that would apply to compensation decisions for non-employee directors. The claims were for breach of fiduciary duty, waste of corporate assets and unjust enrichment. The court determined that because they were self-dealing decisions,
Chancery Declines to Require Company to Search Emails of Non-Employee Directors
In Re Lululemon Athletica Inc. 220 Litigation, Cons. C.A. No. 9039-VCP (Del. Ch. Apr. 30, 2015). This Delaware Court of Chancery opinion addresses important issues regarding the scope of documents (including emails) that a company must search for and produce after an order is granted pursuant to DGCL Section 220.
Discovery of Non-Employee
Delaware Court of Chancery Recognizes “Equitable Dissolution” of LLCs
Courtesy of Kurt Heyman of Proctor Heyman Enerio LLP, who represented the party seeking the dissolution of an LLC in a decision issued today by the Court of Chancery, we have the following highlights of the important opinion:
The Court of Chancery, per Vice Chancellor Laster, just issued an Opinion denying a motion to dismiss
Section 220 Demand Granted for Investigation of Subsidiary
Oklahoma Firefighters’ Pension & Retirement System v. Citigroup, Inc., C.A. No. 9587-ML (VCN) (Del. Ch. Apr. 24, 2015).
This Delaware Court of Chancery opinion allowed an inspection of books and records pursuant to DGCL Section 220 in order to investigate mismanagement and possible breaches of fiduciary duty by the directors and officers of Citigroup
Chancery Allows Claim for Breach of Oral Agreement to Proceed
CSH Theaters, LLC v. Nederlander of San Francisco Associates, C.A. No. 9380-VCP (Del. Ch. Apr. 21, 2015). The Delaware Court of Chancery opinion applied an exception to the statute of frauds based on partial performance, and denied a motion to dismiss a claim for breach of an oral agreement to renew a lease, based