Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
Grove v. Brown, C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013)
Issues Addressed: This post-trial opinion addresses issues involved in a 4-person LLC whose members disputed: (1) what specific ownership interest each had in the LLC; (2) the impact of a member not contributing the required amount of start-up capital; (3) whether there…
Red Oak Fund, L.P. v. Digirad Corp., C.A. No. 8559-VCN (Del. Ch. Aug. 5, 2013).
Issue Addressed: In the context of a challenge to the election of directors, the Court of Chancery considered claims that the disclosure obligations of the directors were breached.
Short overview: This short letter opinion in the context…
Southeastern Pennsylvania Transportation Authority v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Aug. 5, 2005)
Issue addressed: This Chancery opinion explains the procedures to follow in order to benefit from the business judgment rule’s deferential standard of review for a merger that involves a controlling shareholder and a third-party.
This decision provides a road map…
In Re Nine Systems Corporation Shareholders Litigation, Consol. C.A. No. 3940-VCN (Del. Ch. July 31, 2013).
Issues addressed: (1) inquiry notice; (2) laches; (3) tolling of the statute of limitations (and whether it is a suspension or renewal) while a class action complaint is pending–and prior to denial of class certification.
Useful Takeaways…
In Re Morton’s Restaurant Group, Inc. Shareholders Litigation, C. A. No. 7122-CS (Del. Ch. July 23, 2013). This is one of two recent Chancery opinions that dismisses claims that directors did not meet their burden under Revlon to receive the best price in connection with the sale of a company.
In this Morton’s Restaurant…
Fiat North America, LLC v. UAW Retiree Medical Benefits Trust, C.A. No. 7903-VCP (Del. Ch. July 30, 2013).
Issue Addressed: How to interpret the formula in the call option agreement to determine the price for Fiat to purchase shares in Chrysler.
Short Comment: The Delaware Court of Chancery applies New York contract…
The Sequoia Presidential Yacht Group LLC v. FE Partners LLC, C.A. No. 8270-VCG (Del. Ch. July 15, 2013).
This ruling amplifies the relative paucity of judicial interpretation of the rather new Court of Chancery Rule 5.1 that defines the standard that must be met before filings with the court will be kept confidential or…
In re Dell Inc. Shareholder Litigation, No. 8329, hearing transcript released (Del. Ch. June 27, 2013).
In a ruling from the bench, the Court of Chancery denied a request for expedited proceedings requested by challengers of the pending deal involving Dell. The plaintiffs failed to convince the court that they had a “colorable claim”…
Cartanza v. Cartanza, C.A. No. 7618-VCP (Del. Ch. July 8, 2013).
Bottom line: This short letter ruling amplified the reasoning in the court’s prior decision in this case, highlighted here, in which the court awarded fees in connection with a motion to compel a deposition. The point of this short post is…
The Sequoia Presidential Yacht Group LLC v. FE Partners LLC, C.A. No. 8270-VCG (Del. Ch. July 5, 2013).
Issue Addressed: In this short letter opinion, the Delaware Court of Chancery reiterated the standard of conduct that will be applied to non-Delaware attorneys who apply for admission pro hac vice to practice in Delaware…