In a recent Chancery decision involving challenges to executive compensation, Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. March 24, 2025), the court reiterates the basic standards that determine if allegations can survive a motion to dismiss when the charter includes an exculpatory clause which requires that a majority of directors have demonstrated a
Chancery Clarifies Standard to Shift Fees for Improper Litigation Conduct
For the last 16 years, these pages have featured many highlights of court decisions addressing the right of a stockholder, or a member of an LLC, to demand a company’s “books and records“. Regular readers will recall much commentary about why the exercise of such rights are not for the fainthearted.
Why this decision
Chancery Rejects Revlon Claims in Two Recent Decisions
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
Supreme Court Addresses Another Good Faith Presumption in Agreement
Brinckerhoff v. Enbridge Energy Company, Inc., Del. Supr., No. 574, 2011 (May 28, 2013). This is the third Delaware Supreme Court decision in two consecutive business days that addressed the issue of good faith in the context of an agreement. This is the second decision on the same day that addressed the provision in
Chancery Rejects Motion for Attorneys’ Fees Based on Complaint Mooted by Actions of Board
Freedman v. Adams, C.A. No. 4199-VCN (Del. Ch. March 30, 2012).
Issue Addressed
The Court of Chancery addressed the standard for awarding attorneys’ fees when there has been a stipulated dismissal of a derivative action which was largely mooted by measures taken by the defendant board of directors shortly after the complaint was served.
Background
Chancery Describes Standard for Pleading Contractual Bad Faith Claims
Clean Harbors Inc. v. Safety-Kleen, Inc., C.A. No. 6117-VCP (Del. Ch. Dec. 9, 2011), read opinion here.
What this Case is about: This case involves a challenge to a decision by the board of directors of a company to call certain of its outstanding shares.
Issue Addressed
The issue addressed by the Court
Court of Chancery Analyzes Details of Claim for Breach of Implied Covenant of Good Faith and Fair Dealing for Limited Deadline Extension–and Denies Claim
Amirsaleh v. Board of Trade of the City of New York, No. 2822-CC (Del. Ch., January 19, 2010), read opinion here. Read summaries on this blog of the several prior opinions of the Court of Chancery in this case here. In this latest opinion, the Court presumed the reader’s familiarity with the background
Chancery Court Rejects Claims for Attorneys’ Fees; Follows American Rule
In General Video Corp. v. Kertesz, (Del. Ch., Jan. 13, 2009), read opinion here, the Delaware Chancery Court refused to apply the "bad faith" exception to the Americal Rule and thus rejected a request by the victor for fee-shifting to the losing party in a case whose post-trial opinion was highlighted here.
This case dealt with a