Tag Archives: Chancery Court

Chancery Issues Additional Advancement and Indemnification Rulings in Quiznos Restructuring

An Eckert Seamans associate prepared this overview. The Court of Chancery issued two opinions relating to a web of advancement and indemnification claims brought on behalf of multiple, separate plaintiffs: (1) Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL (Del. Ch. Jan. 9, 2017); and (2) Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL (Del. Ch. Jan. … Continue Reading

Chancery Orders Arbitration Pursuant to Email Agreement

Gomes v. Karnell, C.A. No. 11814-VCMR (Nov. 30, 2016) An Eckert Seamans associate prepared this overview. A recent Chancery Court opinion enforced an agreement to arbitrate based on an email exchange. Background: This matter involves a dispute between three members of an LLC over the validity of an arbitration agreement.  The parties owned multiple business ventures … Continue Reading

Chancery Issues TRO to Postpone Shareholder Meeting Due to Last Minute Removal of Incumbent Director from Company Slate

Sherwood v. Chan, C.A. No. 7106-VCP (Del. Ch. Dec. 20, 2011), read opinion here and TRO here. Issue Addressed Whether the last minute removal of an incumbent director from the company slate shortly before an annual shareholders’ meeting created irreparable harm due to the threat of an uninformed shareholder vote that warranted a TRO. Short Answer: … Continue Reading

Court Addresses Question of Appointment of a Receiver for Defunct Corporation to Deal with Insurance Policies and Latent Asbestos Claims

In the recent decision styled as: In The Matter of Krafft-Murphy Co., Inc., CA No. 6049-VCP (Del. Ch. Nov. 9, 2011), read opinion here, the Court addressed the unusual and novel issue of whether a receiver can be appointed under 8 Del. C. § 279 for a dissolved insulation company for claimants who suffered latent … Continue Reading

Chancery Applies Entire Fairness Standard to Sale of Assets Just Before Bankruptcy Filing

Encite LLC v. Soni, C.A. No. 2476-VCG (Del. Ch. Nov. 28, 2011), read 80-page opinion here. Prior Delaware decisions in this matter have been highlighted on these pages here. Issues Addressed One of the  issues addressed in this ruling on two motions for summary judgment was whether “a person can purchase a claim for breach of … Continue Reading

Contract Interpreted in Ruling on Summary Judgment Motion

Invenergy Solar Development LLC v. Gonergy Caribbean Sarl, C.A. No. 5455-VCP (Del. Ch. Nov. 28, 2011), read opinion here. What this Case is About: This is a rather unremarkable decision that addressed contract interpretation issues in the context of a motion for partial summary judgment and is included for its practical utility.  The Court applied … Continue Reading

Supreme Court Affirms Chancery’s Denial of Request for Hewlett Packard Report

In Espinoza v. Hewlett-Packard Co., read opinion here, the Delaware Supreme Court yesterday affirmed the Court of Chancery’s denial of a request under DGCL Section 220 for a report regarding the investigation relating to the ouster of former Hewlett Packard CEO Mark Hurd. Highlights of prior Chancery decisions in this matter are available here. Professor … Continue Reading

Delaware Supreme Court Affirms Ruling on Redemption of Preferred Shares

SV Investment Partners, LLC v. ThoughtWorks, Inc., No. 107, 2011 (Del. Supr., Nov. 15, 2011), read Delaware Supreme Court opinion here. Issue Addressed Whether SV Investments failed to carry its burden of proof that “legally available funds” were available to redeem its preferred shares. Short Answer The judgment of the Court of Chancery determining that … Continue Reading

The Delaware Court of Chancery and Academia

The Conglomerate blog is generating a group of posts by various law professors who are singing the praises of former Chancellor William Chandler and his contributions to corporate law during his recently completed tenure on the Delaware Court of Chancery. For example, Matt Brodie discusses here how the former Chancellor in his Airgas decision cites … Continue Reading

Court Dismisses Claims for Breach of Implied Covenant of Good Faith and Fair Dealing; Provides Commentary on Rule 12(b)(6) Pleading Standard

In Winshall v. Viacom Int’l., C. A. No. 6074-CS (Del. Ch., Nov. 10, 2011), read opinion here, the Delaware Court of Chancery granted a motion to dismiss a claim for breach of the implied covenant of good faith and fair dealing in a dispute over post-merger earn-out payments. What is also of note for practitioners … Continue Reading

Chancery Certifies Class Action Alleging Self-Interested Conversion from LP to LLC

Garrett v. Zon Capital Partners, L.P., C. A. No. 5607-CS (Del. Ch., Nov. 10, 2011), read letter ruling here. Issue Addressed: Whether a motion for class certification should be granted pursuant to Court of Chancery Rule 23 in connection with a complaint that alleges a self-interested transaction in which a majority of limited partners voted … Continue Reading

LexisNexis Corporate Law Update

In the latest installment of the LexisNexis Corporate and Securities Update, Steve Berstler of LexisNexis interviews Francis G.X. Pileggi, Member-in-Charge of Eckert Seamans’ Delaware office, and Kevin F. Brady of Connolly Bove Lodge & Hutz, during which they discuss the Delaware Court of Chancery’s opinion in Dubroff v. Wren Holdings LLC, as well as the … Continue Reading

Chancery Applies Step Transaction Doctrine to Favor Substance Over Form

In Coughlan v. NXP B.V., C. A. No. 5110-VCG (Del. Ch. Nov. 4, 2011), the Delaware Court of Chancery applied the step transaction doctrine and the equitable principle that elevates substance over form, in order to grant summary judgment in a contract interpretation case. Read this 35-page opinion here. Issue Addressed: Whether a challenged transaction … Continue Reading

Court of Chancery Clarifies Rights of Minority Shareholders Whose Equity is Diluted

Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Oct. 28, 2011), read 45-page opinion here. See prior Chancery decisions in this case highlighted on these pages here and here. Issues Addressed The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach of fiduciary duty … Continue Reading

LexisNexis Corporate Law Update

In the latest installment of the LexisNexis Corporate Law Update, Steve Berstler of LexisNexis interviews Francis G.X. Pileggi of Eckert Seamans and Kevin F. Brady of Connolly Bove Lodge & Hutz LLP, who discuss the latest case law developments in Delaware corporate and commercial law, including the dismissal of a derivative action against Goldman Sachs … Continue Reading

Court of Chancery is Sued: Confidential Arbitration Procedure is Challenged

The Delaware Court of Chancery, and the members of its bench, have been sued in the U.S. District Court for the District of Delaware over the relatively new arbitration procedures that allow for selected lawsuits involving at least $1 million to be filed under seal, with the consent of all parties, and provide for a member of the … Continue Reading

Duties of Directors of Wholly-Owned, Financially Troubled Subsidiaries

Professor J. Haskell Murray of the Regent University School of Law, a former law clerk for the Delaware Court of Chancery, has published a paper on an issue about which the Delaware courts have not yet provided clear and unambiguous guidance. An excerpt from an abstract of the professor’s paper, titled: ‘Latchkey Corporations’: Fiduciary Duties in Wholly Owned, … Continue Reading

Dueling Derivative Suits in El Paso Merger Fight: Will Delaware or Texas Courts Decide?

Recently filed derivative suits now proceeding in both Delaware and Texas which challenge the $21 billion merger involving El Paso and Kinder Morgan again raise the issue of merger litigation involving Delaware companies being filed outside Delaware. Alison Frankel of Thomson Reuters writes here about whether the suits will proceed in Delaware or Texas or both. She … Continue Reading