A recent article on The Harvard Law School Corporate Governance Blog collected decisions, mostly based on Delaware law, that address Earn Out disputes, which generally involve agreements for the sale of a company that allow for post-closing payments subject to various milestones or revenue targets being satisfied. Commonly, the buyer of the company is required
Other Court Decisions
Does BJR Apply to Corporate Officers?
By Francis Pileggi on
Posted in Other Court Decisions
A recent opinion noted an issue that deserves further analysis; namely: are corporate officers protected by the business judgment rule (BJR)? In Palmer v. Reali, Civ. No. 15-994-SLR (D.Del. Sept. 29, 2016), the U.S. District Court for the District of Delaware observed in the context of denying a Rule 12(b)(6) motion that no cases…
What Data Given to Experts is Discoverable
By Francis Pileggi on
Posted in Other Court Decisions
This post was prepared by an associate in the Delaware office of Eckert Seamans.
The focus of this blog is key Delaware corporate and commercial litigation decisions. That includes the Complex Commercial Litigation Division of the Superior Court. The rules and procedures in that court are not always the same as those in the Court…
Chancery and The Wall Street Journal
By Francis Pileggi on
Posted in Other Court Decisions
The Delaware Court of Chancery was mentioned in an editorial on the opinion page of The Wall Street Journal today in connection with a decision by Judge Posner of the U.S. Court of Appeals for the 7th Circuit in which he rejected a “disclosure only” settlement. In re Walgreen Co. Stockholder Litigation, No. 15-3799…
Firm Disqualified Based on Representation of Two Adverse Subsidiaries
By Francis Pileggi on
In my latest ethics column for The Bencher, the national publication of the American Inns of Court, I highlighted a recent decision by a federal district court in which a law firm was disqualified based on its representation of two adverse subsidiaries of a parent company. The court’s useful application of Rule 1.7…
Supreme Court Reinforces Second Amendment Rights
By Francis Pileggi on
Posted in Other Court Decisions
The recent decision from the United States Supreme Court in Caetano v. Massachusetts, 577 U.S. _ (March 21, 2016), includes a concurring opinion that is a forceful reiteration of the Supreme Court’s position on the Second Amendment. As many readers know, the decision in McDonald v. Chicago, 561 U.S. 742, 750 (2010), held…
Large Defamation Damage Award Upheld Against Hewlett-Packard
By Francis Pileggi on
Posted in Other Court Decisions
The opinion in Professional Investigating & Consulting Agency, Inc. v. Hewlett-Packard Co., C.A. No. N12C-06-196 MMJ CCLD (Del. Super. Mar. 23, 2015), applies the Delaware law of defamation in the context of a claim by one business vendor against a large iconic company. The fascinating and scholarly opinion uses the word “humiliation” in the…
Third Circuit Binds Non-Signatory to Forum Selection Clause
By Aimee Czachorowski on
Posted in Other Court Decisions
The Third Circuit, applying Delaware law in Carlyle Investment Management LLC v. Moonmouth Company SA, No. 13-3526 (3rd Cir. Feb. 25, 2015), recently bound a non-signatory to a forum selection clause found in a subscription agreement. The court applied a three part test to determine whether the non-signatory should be bound by the forum…
Contract Interpretation Under PA Law
By Francis Pileggi on
Posted in Other Court Decisions
A helpful review of contract interpretation principles under Pennsylvania law was provided in an opinion by the U.S. District Court for the Eastern District of Pennsylvania, styled Artesian Water Company v. Chester Water Authority (E.D. Pa. Sept. 30, 2014). We represented Chester Water Authority in this matter. A prior decision in the same case, also…
U.S. Supreme Court Declines to Hear Appeal of Chancery Arbitration Program
By Francis Pileggi on
Posted in Chancery Court Updates, Other Court Decisions
As previously reported on these pages, the U.S. Court of Appeals for the Third Circuit found that a confidential arbitration program sponsored by the Court of Chancery for major business disputes ran afoul of the U.S. Constitution. The U.S. Supreme Court on March 24 declined to accept an appeal of that decision. That leaves the…