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
Chancery Court
Chancery Applies Entire Fairness Standard to Sale of Assets Just Before Bankruptcy Filing
By Francis Pileggi on
Posted in Chancery Court Updates
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…
Contract Interpreted in Ruling on Summary Judgment Motion
By Francis Pileggi on
Posted in Chancery Court Updates
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. …
Prior Release Bars Claims in Court of Chancery
By Francis Pileggi on
Posted in Chancery Court Updates
Seven Investments, LLC v. AD Capital, LLC, C.A. No. 6449-VCL (Del. Ch. Nov. 21, 2011), read opinion here.
Issue Addressed: Whether a release agreement previously signed among the parties served to preclude the claims presented in this case.
Short Answer: Yes
Very Short Overview
This relatively concise decision of the Court of…
Supreme Court Affirms Chancery’s Denial of Request for Hewlett Packard Report
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
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.…
Chancery Denies Request for Expedited Proceedings
By Francis Pileggi on
Posted in Chancery Court Updates
In Huawei Technologies Co., Ltd. v. Interdigital Technology Corp., C.A. No. 6974-CS (Del. Ch., Nov. 17, 2011), read transcript ruling here, the Delaware Court of Chancery denied a request for expedited scheduling in a case that sought to set a FRAND rate for use of patents where prior-pending ITC and District Court proceedings…
Delaware Supreme Court Affirms Ruling on Redemption of Preferred Shares
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
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…
The Delaware Court of Chancery and Academia
By Francis Pileggi on
Posted in Commentary
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…
Court Dismisses Claims for Breach of Implied Covenant of Good Faith and Fair Dealing; Provides Commentary on Rule 12(b)(6) Pleading Standard
By Francis Pileggi on
Posted in Chancery Court Updates
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…
The Delaware Court of Chancery: Focus of Seminar in NYC
By Francis Pileggi on
Posted in Chancery Court Updates, Commentary
The Columbia Law School co-hosts today with Wachtell, Lipton, Rosen & Katz, a symposium entitled: The Delaware Court of Chancery: Change and Continuity. In addition to Justice Jack Jacobs of the Delaware Supreme Court, each of the 5 members of the Court of Chancery are in attendance at this congregation in New York City…