The Delaware Court of Chancery recently clarified the requirements of Rule 88 which refers to an affidavit that must be submitted when attorneys’ fees are requested from the Court. The short 2-page letter-ruling provides citations to authority and an explanation why the amount of time charged and the rates sought were not in proportion to
delaware corporate litigation
Chancery rules conflicted dual fiduciaries must face derivative suit over Match spinoff
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article
The Delaware Court of Chancery recently reconsidered most of its earlier dismissal of an investor challenge to IAC/InterActive Corp’s spinoff of its Match.com internet dating subsidiary after the state high court ruled that dual-position Match/IAC…
Delaware Court of Chancery Explains Nuances of Formal Opinion Letters
A recent Delaware Court of Chancery decision should be read by every lawyer who issues formal legal opinion letters—and those who litigate issues involving them. In Bandera Master Funds LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Sept. 9, 2024), the court amplified its earlier post-trial opinion, highlighted on these pages…
Delaware high court takes fresh look at Sugarland, affirms $266.7M Dell suit fee award
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article
The full Delaware Supreme Court recently ruled that $26.67% fee and expense award to plaintiffs’ attorneys in the $1 billion settlement of a challenge to Dell Technologies Inc.’s redemption of its Class V stock for…
Court of Chancery Defines “Officers” Entitled to Advancement Rights
Andrew A. Ralli, an associate in the Wilmington office of Lewis Brisbois, prepared this blog post.
A recent Delaware Court of Chancery decision determined whether persons seeking advancement satisfied the undefined term “officer” under the Bylaws and the Delaware General Corporation Law (the “DGCL”). In Gilbert v. Unisys Corp., No. 2023-0513-PAF (Del. Ch.
Delaware Supreme Court Emphasizes the Limited Scope of Section 225 Cases
The Delaware Supreme Court recently affirmed a Chancery decision that was highlighted on these pages, which described the limited scope of a summary proceeding under DGCL Section 225 to determine who properly holds a corporate office.
In Barby v. Young, No. 391-2023 Order (Del. June 11, 2024), the high court described that among…
Chancery Explains Requirements for Transfer of LLC Member Interests–Bonus Dissolution Discussion
A recent Delaware Court of Chancery decision is required reading for anyone who wants to know the requirements for validly transferring a member’s interest in an LLC, for example, upon death or bankruptcy of a member.
In Gurney-Goldman v. Goldman, C.A. No. 2023-1124-JTL (Del. Ch. July 12, 2024), the court explained some aspects of…
Chancery Finds Duty of Disclosure in Proxy Statement Not Breached
A recent Delaware Court of Chancery decision provides a concise summary of the fiduciary duty of disclosure in the context of a proxy statement. In Stansell v. Rosensweig, C.A. No. 2023-0180-PAF (Del. Ch., June 12, 2024), the court rejected the claim that the proxy statement should have included a reference to reports that students…
Chancery Court finds Anaplan merger price challenge suit fails Corwin test
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Court of Chancery, citing the milestone Corwin decision, recently dismissed a suit by Anaplan Inc. shareholders who claimed post-merger pact equity grants for some officers and directors cheated them out of $400…
Chancery Clarifies Minimum Allegations for Business Entity Dissolution: Big Win for Acknowledgment of Nuanced Business Realities
A recent Delaware Court of Chancery ruling is a gem, notwithstanding—or maybe because of—its brevity, that addresses the minimum allegations required to seek dissolution of a business entity, and deserves a place in the pantheon of Delaware decisions. It presents itself to the world in the form of a short and humble Order that simply…