A recent decision from the Delaware Court of Chancery belongs in the pantheon of consequential court opinions addressing the nuances, first principles and practical challenges regarding Section 220 of the Delaware General Corporation Law. There are many decisions on this topic addressing the right of stockholders to demand inspection of corporate records, but few are
Delaware Supreme Court Decides: Appraisal Suit Not Covered by Securities Claims Definition in D&O Policy
A recent Delaware Supreme Court opinion addressed the titular topic in the matter styled In Re Solera Insurance Coverage Appeals, Nos. 413, 418, 2019 (Del. Oct. 23, 2020). I’m too busy to provide even pithy highlights, but it’s a consequential decision, so I refer you to the overview provided on the Harvard Corporate Law Blog.
When Tandem Claims May Proceed for Breaches of Both Fiduciary Duty and Contract
Yours truly and my colleague Chauna Abner have published an article for the recent issue of The Delaware Business Court Insider on the titular topic. The analysis that determines when dual claims for breach of contract and breach of fiduciary duty based on substantially the same operative facts might survive a motion to dismiss, is
Expert Reports Often Admissible in Chancery
A short recent letter ruling from the Delaware Court of Chancery provides an explanation of practical application that explains why expert reports are frequently admitted into evidence in the Court of Chancery, as compared to the Delaware Superior Court, the trial court of general jurisdiction.
In the matter styled In re Comtech/Gilat Merger Litigation, Cons.
Reasonable Time for Payment May Be an Implied Contract Term
A useful tool for the toolbox of commercial litigators is a recent decision of the Delaware Superior Court which found that when a contract requiring payment does not specify a time for payment, a “reasonable time” may be implied. See James Thomas v. Headlands Tech Principal Holdings, LP, No. N19C-11-041-EMD-CCLD, opinion (Del. Super. Sept.
Delaware Court of Chancery Provides Rule 11 Insights
There are relatively few Chancery decisions on Rule 11 compared with more common corporate and commercial litigation issues that are the subject of Chancery opinions, and a recent letter decision provides insights into why there are not more rulings on Rule 11. In POSCO Energy Co., Ltd. v. FuelCell Energy, Inc., Civil Action No.
Chancery says board faction access to rivals’ control dispute discovery ‘depends’ on adversity and standing
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.
A discovery ruling by the Delaware Court of Chancery in a contest between two board factions for control of Adkins Energy LLC allowed plaintiff Pearl City Elevator, Inc. access
Must-Read Chancery Decision for Buyers of Businesses Whose Value Depends on Retaining Customer Relationships
A recent Delaware Court of Chancery decision addressed the issue of whether a seller was liable for not disclosing the notification it received prior to closing that one or more key customers were terminating their relationship with the seller’s business. Swipe Acquisition Corporation v. Krauss, C.A. No. 2019-0509-PAF (Del. Ch. Aug. 25, 2020). This
Video Interview of Yours Truly on 15 Years of Blogging About Delaware Corporate Law
This past week I was the subject of an online video interview that was livestreamed on Facebook. LexBlog, the company that provides the “backroom” software support to host this blog, conducted the interview and we talked about the genesis of this blog and why I have continued to publish this blog over the last
Chancery Addresses Third-Party Beneficiary Issues
A recent Court of Chancery letter ruling provides useful definitions and related statements of Delaware contract law in connection with issues that arose over an asset purchase agreement. In CHS/Community Health Systems, Inc. v. Steward Health Care System LLC, C.A. No. 2019-0165-JRS (Del. Ch. Aug. 21, 2020), the following statements of law provided by the