The Delaware Supreme Court recently provided guidance to corporate litigators regarding the nuances of DGCL Section 220, which most readers recognize as the statute the allows stockholders to demand certain corporate records if the prerequisites in the statute–and those imposed by countless court decisions–have been satisfied. In NVIDIA Corp. v. City of Westmoreland Policy and
Supreme Court Decides Deadline for Notice of Indemnification Claim
The Delaware Business Court Insider published in its current edition my commentary on a recent Delaware Supreme Court opinion on the titular topic. Courtesy of the Delaware Business Court Insider, the article is reprinted below.
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A recent Delaware Supreme Court decision provides a lesson for drafters of agreements for the sale of a
Supreme Court Splits on Contract Interpretation Issue
A majority of the Delaware Supreme Court recently ruled that a settlement agreement contained an enforceable obligation to negotiate in good faith with the goal of reaching a separate definitive contract within the parameters outlined in the settlement agreement–although the court recognized that such a contractual obligation did not assume that a definitive agreement would
Supreme Court Decides Important Contract Dispute in Sale of Business
The recent Delaware Supreme Court decision in AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, Del. Supr., No. 71, 2021 (Dec. 8, 2021), has already been the subject of many articles in the few days since it was released because it is the first definitive pronouncement by Delaware’s High Court on
Supreme Court Clarifies Pre-Suit Demand Analysis
The Delaware Supreme Court has announced a revised standard for an important aspect of corporate litigation: the analysis of pre-suit demand futility for purposes of pursuing a derivative stockholder claim, in United Food and Commercial Workers Union and Participating Food Industry Employers Tri-State Pension Fund. v. Zuckerberg, No. 404, 2020 (Del. Sept. 23, 2021).
Before
Supreme Court Clarifies Test for Direct v. Derivative Stockholder Claims
In a seminal decision that has already been the subject of extensive scholarly commentary within the few days since its issuance, the Delaware Supreme Court overruled its 2006 decision in the Gentile case. That decision held that some stockholder claims can be both direct and derivative. New Delaware law on this topic was announced in
Delaware High Court Rules Shareholder Franchise Right Question Tops Entire Fairness Test
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.
Delaware’s Supreme Court recently reversed the Chancery Court’s refusal to stop a stock sale intended to shift the power balance between rival deadlocked UIP Companies Inc. stockholder factions, finding
Supreme Court Confirms Impact of Bankruptcy on LLC Membership
A recent Delaware Supreme Court ruling validated a decision of the Delaware Court of Chancery from almost two decades ago which held that federal bankruptcy law does not entirely preempt the Delaware LLC Act in all respects to the extent that the LLC Act provides for a member of an LLC to become an assignee
Delaware High Court finds First State charter outweighs other factors in Dole Foods choice-of-law ruling
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 Supreme Court recently made landmark rulings on choice-of-law and fraud-exclusion issues in affirming a decision that required the last of nine D&O insurers to pay its
Delaware Supreme Court uses standing test from Primedia ruling to reverse merger challenge dismissal
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 Supreme Court recently revived an investor’s derivative challenge to a merger of energy companies, finding he retained standing because he sufficiently pled a direct claim attacking