We previously highlighted the Court of Chancery decision that upheld a forum selection provision in corporate bylaws that required certain suits involving the internal affairs of the corporation to be filed in Delaware. Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013). Professor Larry Hamermesh writes about the voluntary … Continue Reading
Costantini v. Swiss Farm Stores Acquisition LLC, C.A. No. 8613-VCG (Del. Ch. Sept. 5, 2013). A subsequent decision in this case was highlighted on these pages here. Issue Presented: Whether a non-manager of an LLC was entitled to indemnification based on the terms of the LLC agreement. Short Answer: Not based on the applicable terms. … Continue Reading
Louisiana Municipal Police Employees’ Retirement System v. Hershey Co., No. 7996, Master’s Report (Del. Ch. Aug. 16, 2013). This decision rejected a demand for books and records of the Hershey Company based on DGCL Section 220. The stockholder claimed, in essence, that Hershey’s management must be complicit in the abhorrent child labor practices in the two West … Continue Reading
Huff v. Longview Energy Co., C.A. No. 8453-CS (Del. Ch. Aug. 12, 2013). This short letter ruling granted a motion to dismiss a claim for indemnification pursuant to DGCL section 145(c) based on the reasoning that the claim was premature in light of the underlying judgment being subject to a pending appeal. Even though a … Continue Reading
Grove v. Brown, C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013) Issues Addressed: This post-trial opinion addresses issues involved in a 4-person LLC whose members disputed: (1) what specific ownership interest each had in the LLC; (2) the impact of a member not contributing the required amount of start-up capital; (3) whether there was an … Continue Reading
Southeastern Pennsylvania Transportation Authority v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Aug. 5, 2005) Issue addressed: This Chancery opinion explains the procedures to follow in order to benefit from the business judgment rule’s deferential standard of review for a merger that involves a controlling shareholder and a third-party. This decision provides a road map for … Continue Reading
The Sequoia Presidential Yacht Group LLC v. FE Partners LLC, C.A. No. 8270-VCG (Del. Ch. July 15, 2013). This ruling amplifies the relative paucity of judicial interpretation of the rather new Court of Chancery Rule 5.1 that defines the standard that must be met before filings with the court will be kept confidential or redacted … Continue Reading
In re Dell Inc. Shareholder Litigation, No. 8329, hearing transcript released (Del. Ch. June 27, 2013). In a ruling from the bench, the Court of Chancery denied a request for expedited proceedings requested by challengers of the pending deal involving Dell. The plaintiffs failed to convince the court that they had a “colorable claim” that … Continue Reading
The Sequoia Presidential Yacht Group LLC v. FE Partners LLC, C.A. No. 8270-VCG (Del. Ch. July 5, 2013). Issue Addressed: In this short letter opinion, the Delaware Court of Chancery reiterated the standard of conduct that will be applied to non-Delaware attorneys who apply for admission pro hac vice to practice in Delaware courts The … Continue Reading
Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013). Issue Addressed: Enforceability of bylaws adopted by the Board of Directors providing that litigation relating to the internal affairs of the corporation must be filed only in Delaware. Short Answer: Enforceability upheld. See, e.g., 8 Del. C. § 109(a). Preface … Continue Reading
Sutherland v. Sutherland, C.A. No. 2399-VCN (Del. Ch. May 30, 2013). Issue Addressed: Whether certain directors violated their fiduciary duties by benefiting from a system of charging for administrative expenses for personal matters that was more favorable to certain directors. Short Answer: No. Background: Many prior Delaware decisions in this long-running internecine family business dispute have … Continue Reading
Rich v. Fuqi International, Inc., C.A. No. 5653-VCG (Del. Ch. June 12, 2013). Issue Addressed: Should a receiver be appointed to enforce an order to hold an annual shareholders’ meeting pursuant to DGCL section 211? Answer: Yes. Brief Background: The Court of Chancery previously ordered this company to hold a shareholders’ meeting pursuant to DGCL … Continue Reading
Among the key corporate and commercial Delaware decisions that we have highlighted on these pages during the first five months of 2013, the following decisions either clarified existing Delaware law or announced new law on important substantive or procedural topics. This is a supplement to the annual review of cases we have provided on this … Continue Reading
In Re MFW Shareholder Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013). Issue Addressed: What standard of review should apply to a going-private merger conditioned upfront by the controlling stockholder on approval by both a properly empowered, independent committee and an informed, uncoerced majority-of-the-minority vote. Short Answer: When a controlling stockholder merger has, from the … Continue Reading
The current issue of the Delaware Journal of Corporate Law that recently came in the mail, Volume 37, No. 3 (2013), includes a reprinting of the new Practice Guidelines recently promulgated by the Court of Chancery, and also features an introduction to those new court “de facto rules” by Kevin F. Brady and Francis G.X. … Continue Reading
In re: Primedia, Inc., Shareholders Litigation, Cons., C.A. No. 6511-VCL (Del. Ch. May 10, 2013). Issue Addressed: Whether insider trading claim based on state law should be allowed to proceed despite motion to dismiss by special litigation committee. Short Answer: Motion to dismiss denied. Brief Background Details of this case were previously highlighted on these … Continue Reading
In Re Plains Exploration & Production Company Stockholder Litigation, Cons., C.A. No. 8090-VCN (Del. Ch. May 9, 2013). Issues Addressed: Were Revlon duties of the board breached due to the absence of a special committee and pre-market check in connection with the sale of the company, and (ii) were disclosure obligations breached due to alleged … Continue Reading
United Health Alliance, LLC v. United Medical, LLC, C.A. No. 7710-VCP (Del. Ch. May 6, 2013). Issue Addressed: Whether a post-mediation e-mail by a mediator is admissible for purposes of enforcing the terms of a settlement reportedly reached during mediation. Short Answer: No. Brief Overview This short but useful decision describes a situation involving a mediation during … Continue Reading
Whittington v. Dragon Group LLC, C.A. No. 2291-VCP (Del. Ch. May 1, 2013). Multiple prior decisions in this case have been highlighted on these pages and they provide more background details for the interested reader. Issue Addressed: Whether a settlement agreement needs to be fully executed by all parties in order to be enforceable. Short Answer: No. … Continue Reading
AM General Holdings LLC v. The Renco Group, Inc., C.A. No. 7639-VCN (Del. Ch. April 18, 2013). A prior Chancery decision in this case was highlighted on these pages at this link. Issue Addressed: Whether the attorney/client privilege and the work product doctrine are defenses to a motion to compel. Short Answer: They can be. … Continue Reading
JPMorgan Chase & Co. v. American Century Companies, Inc., C.A. No. 6875-VCN (Del. Ch. April 18, 2013). Issue Addressed: Whether the attorney/client privilege and work product doctrine were defenses to a motion to compel? Short Answer: Yes in part and no in part. Brief Overview This letter decision provides a useful application of both the attorney/client … Continue Reading
Kalisman v. Friedman, C.A. No. 8477-VCL (Del. Ch. April 17, 2013). Issue Addressed: Can a corporation deny access to confidential data to a member of the board of directors based on the attorney/client privilege or work product doctrine? Short Answer: Not based on the facts of this case. Short Overview This gem of a decision is … Continue Reading
Cartanza v. Cartanza, C.A. No. 7618-VCP (Del. Ch. April 16, 2013). Issue Addressed: Whether attorneys’ fees should be awarded due to defense counsel obstructing the efforts of opposing counsel to depose his client. Short Answer: Yes. Brief Overview This letter ruling is a useful tool for the toolbox of any litigator. In essence, defense counsel … Continue Reading
Edgewater Growth Capital Partners L.P. v. H.I.G. Capital, Inc., C.A. No. 3601-CS (Del. Ch. April 18, 2013). This ruling explains both an issue about attorneys’ fees and the revision of a previous Chancery opinion in this case highlighted on these pages here. Issue Addressed: The standard that applies to award fees pursuant to the terms of a … Continue Reading
