Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
Southeastern Pennsylvania Transportation Authority v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Aug. 31, 2012).
Issue Presented: Whether Section 124 of the Delaware General Corporation Law (DGCL) prevented a claim for breach of fiduciary duty against the directors in connection with a merger that was in violation of the provisions of the Certificate of…
In Tang Capital Partners v. Norton, C.A. No. 7476 -VCG (Del. Ch. Aug. 31, 2012), the Court of Chancery addressed the standards under Court of Chancery Rule 54(b) that would justify the classification of a decision as “final” for purposes of allowing an appeal, on less than all of the claims in a case…
IQ Holdings, Inc. v. Am. Comm. Lines, Inc., C.A. No. 6369-VCL (Del Ch. Aug. 30, 2012).
Short Overview:
This short letter ruling addressed the effort of the plaintiff in an appraisal proceeding to submit an updated expert report beyond the deadline for submitting such reports. The updated report also changed the substance of the…
Delaware Coalition for Open Government v. Hon. Leo E. Strine, Jr., et al., D. Del. C.A. No. 1:11-1015 (Aug. 30, 2012).
Issue Presented:
Do the Court of Chancery’s confidential arbitration proceedings violate the First Amendment’s qualified right of access?
Answer: Yes. As a general rule, proceedings cannot be closed to the public except in…
Policemen’s Annuity and Benefit Fund of Chicago v. DV Realty Advisors LLC, C.A. No. 7204-VCN (Del. Ch. Aug. 16, 2012).
Issue Addressed: How to define “good faith” for purposes of a limited partnership agreement that required a good faith determination for removal of a general partner.
Short Answer: The Court compared the common law…
Central Mortgage Company v. Morgan Stanley Mortgage Capital Holdings LLC, C.A. No. 5140-CS (Del. Ch. Aug. 7, 2012). This Court of Chancery decision was the result of remand from a decision of the Delaware Supreme Court which was highlighted on these pages here, and which clarified the standard in Delaware for the review by the…
Gould v. Gould, C.A. No. 3332-VCP (Del. Ch. Aug. 14, 2012). This 38-page decision addressed issues that arose in connection with the dissolution of an LLC, and in particular, disputes that arose regarding the sale of assets of the LLC, which sale was overseen by a trustee appointed by the Court for the dissolution and…
Mich II Holdings LLC v. Schron, C.A. No. 6840-VCP (Del. Ch. Aug. 7, 2012). A prior Chancery decision in this case was highlighted on these pages here.
Issue Addressed: Whether the standard for a motion for reargument under Rule 59(f) was satisfied.
Short Answer: Only in part.
Brief Overview: This is one…
Viacom International, Inc. v. Winshall, C.A. No. 7149-CS (Del. Ch. Aug. 9, 2012).
Issue: Whether the decision of an expert (as opposed to a conventional arbitrator) chosen in the merger agreement to decide earn-out dispute should be treated as an arbitration award, and vacated based on the Federal Arbitration Act? Short Answer: No.…
In re Synthes, Inc. S’holder Litig., C.A. No. 6452-CS (Del. Ch. Aug. 17, 2012). This recent opinion by Chancellor Leo Strine, Jr. from the Court of Chancery includes a discussion of the contours of fiduciary duties that were announced many years ago in the Delaware Supreme Court’s Revlon decision. Professor Stephen Bainbridge has already…