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
16th Annual Review of Key Delaware Corporate and Commercial Decisions
16th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 16th year that Francis Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This list does not attempt to include
Delaware high court agrees proof of director deception is enough to invalidate “coup”
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 endorsed a ruling that invalidated a fired QLess Inc. CEO’s “boardroom coup” because he violated his fiduciary duty by using affirmative deception to
Supreme Court Rejects Two Common Defenses to Section 220 Demands
A recent decision from the Delaware Supreme Court provides hope to stockholders who seek to obtain corporate documents pursuant to Section 220 of the Delaware General Corporation Law to the extent that Delaware’s High Court removed two common defenses that companies use to oppose the production of corporate records to stockholders. In AmerisourceBergen Corporation v.
Delaware Supreme Court Decides: Appraisal Suit Not Covered by Securities Claims Definition in D&O Policy
A recent Delaware Supreme Court opinion addressed the titular topic in the matter styled In Re Solera Insurance Coverage Appeals, Nos. 413, 418, 2019 (Del. Oct. 23, 2020). I’m too busy to provide even pithy highlights, but it’s a consequential decision, so I refer you to the overview provided on the Harvard Corporate Law Blog.
Delaware High Court rules that unusual facts provide rare exception to policy favoring annual shareholder meetings
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 affirmed a ruling that unique circumstances justified the denial of a dissident investor’s bid to compel a shareholder meeting and director election at Hawk
Delaware Supreme Clarifies Contract-Based Right to Corporate Records
A recent Delaware Supreme Court decision should be required reading for anyone interested in the latest iteration of Delaware law on the contract-based right to demand “books and records” in the alternative entity context. Delaware’s High Court ruled in Murfey v. WHC Ventures, LLC, Del. Supr., No 294, 2019 (July 13, 2020), that the
Del. high court says undisclosed post-merger role made Tower CEO self-interested, board ill informed
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 Delaware Supreme Court majority recently revived a shareholder suit that claimed Towers Watson & Co.’s CEO put his interests ahead of the investors in a merger with Willis