A recent Delaware Court of Chancery decision is notable for its explanation of the basic law of damages for contract and fraud claims, as well as cautioning that a damage expert’s estimate of damages needs to correspond to each of the counts in the complaint.
Delaware Court of Chancery
Delaware Supreme Court Instructs on Standards of Deposition Conduct
By Francis Pileggi on
A recent Delaware Supreme Court opinion provides a tutorial on the standards imposed on Delaware lawyers when a deponent, who is the lawyer’s client, engages in inappropriate conduct during a deposition. See Shorenstein Hays-Nederland Theaters LLC Appeals, Nos. 596, 2018 and 620, 2018 (Del. Supr. June 20, 2019). My overview of the decision was…
Chancery Addresses Prerequisites for Prima Facie Duty of Loyalty Claim
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision addressed claims that the CEO of a closely-held company breached the duty of loyalty in connection with unauthorized personal expenses charged to the company, and other actions, while he managed the company–that were not consistent with financial management in the best interest of the company. That decision, in…
Chancery Praises Motion for Reargument Before Denying It
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion is noteworthy for its many quotable judicial words of wisdom about motions for reargument pursuant to Rule 59(f). In Manti Holdings, LLC v. Authentix Acquisition Company, Inc., C.A. No. 2017-0887-SG (Del. Ch. Aug. 14, 2019), the court described a meritorious motion for reargument as a “useful tool…
Fully Executed Contract Ruled Unenforceable
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion should be read by all lawyers who seek to avoid the risk of a fully executed contract being ruled unenforceable due to a court later finding, perhaps suprisingly, that the agreement did not accurately express the understanding of the parties. In Kotler v. Shipman Associates, LLC, C.A. …
Special Litigation Committee Allows Derivative Litigation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision involved the unusual situation where a Special Litigation Committee allowed derivative plaintiffs to pursue claims challenging an acquisition of the defendant company. See In re Oracle Corp. Derivative Litigation, C.A. No. 2017-0337-SG, Letter (Del. Ch. Aug. 15, 2019). Another unusual case in which a Special Litigation Committee did …
Consent to Jurisdiction Implied by Adoption of Forum Selection Bylaw
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is noteworthy for its finding that the adoption of a forum selection bylaw implied consent to jurisdiction to the extent that it required lawsuits by stockholders against the company to be filed in Delaware. See In re: Pilgrim’s Pride Corp. Derivative Litigation, C.A. No. 2018-0058-JTL (consol.) (Del. Ch. …
Chancery Denies Section 220 Demand for Corporate Books and Records
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent post-trial decision from the Delaware Court of Chancery denied a claim for corporate books and records based on DGCL § 220 after finding that there was no credible basis for wrongdoing to support the stated investigative purpose for the demand. Hoeller v. Tempur Sealy International, Inc., C.A. No. 2018-0336-JRS (Del. Ch.…
Court of Chancery Explains Policy Reasons For Selection of Lead Counsel in Class Action; Rejects Motion to Reconsider
By Francis Pileggi on
Posted in Court of Chancery Updates
Dutiel v. Tween Brands, Inc., No. 4743-CC and No. 484-CC (Oct. 28, 2009), read letter decision here. Read prior Chancery Court decision in this case highlighted on this blog here. In this most recent ruling, the Chancellor denied a motion for reconsideration of the Court’s selection of lead counsel in a consolidated class action.
Overview
This letter…