Tag Archives: Court of Chancery

Court of Chancery Announces New Courtroom Protocols

In connection with the Delaware Supreme Court’s recent Order providing for the multi-phased, limited reopening of Delaware Courthouses as of June 8, 2020, while at the same time extending Delaware’s “judicial emergency declaration” for another 30 days, the Delaware Court of Chancery has issued an Order to impose new Courtroom protocols for attorneys and visitors, … Continue Reading

Chancery makes third attempt at stabilizing remnant of failing nursing home chain

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 Court of Chancery recently imposed additional sanctions on the controller of a chain of troubled senior care facilities who had repeatedly flouted orders to give a court-appointed … Continue Reading

Court of Chancery says GoPro directors had no duty to doubt managers’ soaring drone camera predictions

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  Court of Chancery recently grounded a GoPro Inc. investor suit over the troubled launch of the Karma camera drone for failure to show the directors faced liability … Continue Reading

Court of Chancery lets investor sue again over banking execs quid pro quo replacement stock plan

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 Court of Chancery recently allowed the same shareholder who successfully challenged a 2015 Investors Bancorp Inc. director and officer compensation plan to pursue a new suit over … Continue Reading

Delaware Courts’ Response to the Coronavirus

According to the World Health Organization this afternoon, and a televised announcement from the President of the United States this evening, a novel coronavirus (Covid-19) has now been declared to be a worldwide pandemic. Two other examples of how serious this situation is: The President announced a travel ban from most of Europe to the U.S. … Continue Reading

Claims by Long-Term Close Friend Proceed Against Faithless Business Partner

A recent Delaware Court of Chancery opinion discussed the nuances of an unusual personal and business relationship, akin to a “familial intimacy”, that formed the basis for the court to conclude that a fiduciary relationship could be proven at trial.  See Bamford v. Penfold, L.P., C.A. No. 2019-0005-JTL (Del. Ch. Feb. 28, 2020). Short Overview: … Continue Reading

Chancery: AmTrust squeeze-out must face stiff review after failing MFWcontrolling shareholder test

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 Court of Chancery recently ruled that AmTrust, Inc.’s controlling shareholders’ go-private buyout of the insurer must be reviewed under the harsh light of the entire fairness standard … Continue Reading

Chancery Addresses Usurpation of Corporate Opportunity

The following synopsis was prepared by Chauna Abner, an attorney in the Delaware office of Eckert Seamans. In Leased Access Preservation Association v. Ivan Thomas, et al., C.A. No. 2019-0310-KSJM, Order (Del. Ch. Jan. 8, 2020), a non-profit, non-stock corporation filed suit against Ivan Thomas, a former board member of the plaintiff, alleging, in part, … Continue Reading

Anthology of Blurbs About Recent Delaware Corporate and Commercial Decisions

In a departure from the manner in which most cases have been highlighted on these pages, this post includes a collection of short blurbs about recent Delaware corporate and commercial decisions, identifying the key issues addressed, with a link to the whole opinion. This experimental approach to highlighting recent decisions was prompted by a combination … Continue Reading

15th Annual Review of Key Delaware Corporate and Commercial Decisions

The following article is reprinted with permission from the Jan. 15, 2020 edition of “The Delaware Business Court Insider”, (c) 2020 ALM Media Properties, LLC. All rights reserved. By: Francis G.X. Pileggi and Chauna A. Abner This is the 15th year that Francis Pileggi and various co-authors have created an annual list of important corporate … Continue Reading

Chancery Provides Guidance on Electronic Discovery Practices

A recent Delaware Court of Chancery decision is noteworthy for the clarification it provides regarding several nuances of electronic discovery practice. See Ferguson v. Capital Development Insurance Company, LLC, C.A. No. 2018-0831-KSJM (Del. Ch. Oct. 8, 2019). Key Points: Among the helpful takeaways from this short letter ruling are the following: Although the Guidelines for … Continue Reading

Delaware State Bar Association Responds to Attack Ads Against Delaware Courts

Recent attack ads appearing on TV that apparently were financed by a disgruntled litigant unhappy with the results of a decision by a Delaware court, generated an unusual response from the Delaware State Bar Association. A website called Town Square Delaware provides a copy of the letter. The Delaware Business Court Insider also published an … Continue Reading

Forum Selection Clauses; Delaware Law; Federal Law; Internal Affairs Doctrine; and Chancery’s Sciabacucchi Decision

For readers who follow the law regarding forum selection clauses, a recent article by Professor Joseph Grundfest should be of interest. The good professor addresses the December 2018 Court of Chancery decision in Sciabacucchi v. Salzberg (highlighted on these pages), and the intersection of Delaware law and Federal law in the context of forum selection clauses and the … Continue Reading

Confidentiality Agreement Not Always Required for Section 220 Demands

The Delaware Supreme Court recently announced a decision of great importance for stockholder demands under Section 220 of the Delaware General Corporation Law. In Tiger v. Boast Apparel, Inc., No. 23, 2019 (Del. Supr. Aug. 7, 2019), the Delaware Supreme Court ruled that: (i) although inspection of records demanded by stockholders pursuant to Section 220 … Continue Reading

Earn-Out Dispute: Ambiguous Terms Bar Motion to Dismiss

The recent Delaware Court of Chancery decision in Windy City Investments Holdings, LLC v. Teachers’ Insurance and Annuity Association of America, C.A. No. 2018-0519-MTZ (Del. Ch. July 26, 2019), discussed an often recurring issue in commercial litigation: a seller of a business who claims that the Earn-Out provisions in the agreement of sale were not … Continue Reading

No Equitable Jurisdiction for This Declaratory Judgment Suit

A recent Delaware Court of Chancery opinion provides a reminder of the limited jurisdiction of Delaware’s court of equity and why not all suits for declaratory judgment satisfy the narrow subject matter jurisdiction of the Court of Chancery.  See Takeda Pharmaceuticals U.S.A., Inc. v. Genentech, Inc., C.A. No. 2018-0384-MTZ (Del. Ch. Mar. 26, 2019). Background: … Continue Reading

Chancery Rules on Limits of Forum-Selection Clauses in Corporate Documents

A recent seminal decision of the Delaware Court of Chancery must be included in the lexicon of every lawyer who wants to understand the boundaries of Delaware law on forum-selection clauses in corporate documents. In the case of Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), the Court determined that a forum-selection clause … Continue Reading

Blockchain Technology and Delaware Corporate Law

The Delaware General Corporation Law was amended last summer to allow companies to maintain their corporate records using blockchain technology. The purpose of this short post is to provide a high-level overview of this evolving intersection of technology and corporate law that will have an increasingly profound impact on corporate governance and related areas of the … Continue Reading

Chancery Discusses Revlon in Context of Granting Option to Sell Company

The Delaware Court of Chancery addressed a bevy of basic corporate litigation principles in the context of claims challenging the actions of directors, and determining which standards of review apply, and which procedural prerequisites need to be satisfied. In Carr v. New Enterprise Associates, Inc., C.A. No. 2017-0381-AGB (Del. Ch. Mar. 26, 2018), claims for … Continue Reading

Chancery Instructs on Best Practice for Motion to Compel and Need to be Forthcoming with Document Production

An Eckert Seamans associate prepared this overview. In a recent transcript ruling in the case styled Doctors Pathology Servs., PA v. Gerges, C.A. No. 11457-CB, transcript (Del. Ch. Feb, 15, 2017), Chancellor Bouchard provides additional guidance to attorneys seeking to file motions to compel discovery in the Delaware Court of Chancery.  This ruling should be considered … Continue Reading
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