Tag Archives: delaware supreme court

Key Delaware Corporate and Commercial Decisions in 2012

Noteworthy 2012 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the eighth year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2012, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court … Continue Reading

Delaware Supreme Court Upholds Chancery Decision but Rejects Dicta on Default Fiduciary Duties in LLCs

Gatz Properties LLC v. Auriga Capital Corp., No. 148, 2012 (Del. Supr. Nov. 7, 2012) (Per Curiam). Issue Addressed Delaware’s High Court held that the manager of an LLC violated a contracted-for fiduciary duty that adopted the equitable standard of entire fairness in a conflict of interest transaction between the LLC and its manager. Brief … Continue Reading

Delaware Requires Annual Shareholder Meeting Regardless of SEC Prerequisites

Rich v. Fuqi Int’l, Inc., C.A. No. 5653-VCG (Del. Ch. Nov. 5, 2012).  Why this opinion is noteworthy: The Delaware Court of Chancery reaffirms in this pithy opinion that the Delaware General Corporation Law’s requirement in Section 211 that a shareholders’ meeting must be held annually, will not be suspended due to arguably conflicting provisions of … Continue Reading

Delaware Supreme Court Clarifies Standards for Enforcement of Legal Ethics and Attorney Conduct

Crumplar v. The Superior Court of the State of Delaware, No. 643 & 644, 2011 (Del. Supr., Oct. 22, 2012). Why this case is noteworthy: This Delaware Supreme Court opinion establishes new rules and standards that will govern when trial judges seek to penalize lawyers for “not following the rules” of legal ethics and civil … Continue Reading

Key Corporate and Commercial Decisions in the 2nd and 3rd Quarters of 2012

Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the convenience of our readers. Supreme Court Upholds $2 Billion Judgment and $300 Million Fee Award LP Member Protected from Self-Interested Transaction by Terms of LP Agreement … Continue Reading

Supreme Court Affirms $2 Billion Judgment and $300 Million in Fees for Breach of Fiduciary Duty

The Delaware Supreme Court today, in the case of Americas Mining Corp. v. Theriault, No. 29, 2012 (Del. Aug. 27, 2012), read here, in a 110-page opinion, upheld the Court of Chancery’s 100-plus page decision awarding over $2 billion in damages based on a breach of fiduciary duty claim in connection with the sale of … Continue Reading

Delaware Practice and Procedure for Non-Delaware Lawyers–and Working with Local Delaware Counsel

These guidelines for collaboration between Delaware counsel and non-Delaware lawyers were prepared by Francis G.X. Pileggi and Kevin F. Brady.  This is a compilation of selected key Delaware court decisions, rules, and customs to guide Delaware attorneys serving as “Delaware Counsel” (or “local counsel”), and out-of-state attorneys admitted to practice in Delaware pro hac vice, or … Continue Reading

Supreme Court Affirms Chancery Decision in Fundamental Section 220 Ruling

Central Laborers Pension Fund v. News Corp., No. 682, 2011 (Del. May 29, 2012). Issue Raised on Appeal: Whether one can satisfy the proper purpose requirement of DGCL section 220 when a derivative action is filed simultaneously with the section 220 action. Short Answer: The Delaware Supreme Court declined to address the issue and instead … Continue Reading

Delaware Supreme Court Bars Fraud Claims Based on Contract Provision

RAA Management, LLC v. Savage Sports Holdings, Inc., No. 577, 2011 (Del. May 18, 2012). Issue Addressed: Whether a disclaimer in a non-disclosure agreement barred claims for fraud by a potential buyer of a business. Short Answer: Yes. Supplement: Professor Bainbridge has a post that addresses this issue in his usual scholarly manner and also links to this … Continue Reading

Chancery Enjoins Hostile Bid as Remedy for Violation of Confidentiality Agreement

Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. No. 7102-CS (Del. Ch. May 4, 2012). Issue Addressed: Whether the Court should enjoin a hostile bid based on the disclosure of information in violation of the parties’ confidentiality agreement. Short Answer: Yes. Background This 138-page decision was issued after the close of the markets on … Continue Reading

Key Delaware Corporate and Commercial Decisions in First 4 Months of 2012

The following key Delaware corporate and commercial decisions from the first four months of 2012 are a follow-up to our summary of the key decisions that we featured from 2011. We highlight on these pages all the corporate and commercial opinions from Delaware’s Supreme Court and Court of Chancery, and we have chosen the following 2012 rulings … Continue Reading

Attorneys’ Fees for Non-Monetary Corporate Benefit Upheld by Supreme Court

EMAK Worldwide, Inc. v. Kurz, No. 512, 2011 (Del. April 17, 2012). Several prior decisions in this matter by both the Delaware Supreme Court (whose stately building in Dover is featured at right), and the Court of Chancery were summarized on these pages and highlighted and linked in a previous post. A LexisNexis videocast about this Supreme Court … Continue Reading

Delaware Supreme Court Reverses Chancery on Federal Motion to Dismiss Standard

Cambium Ltd. v. Trilantic Capital Partners, No. 363, 2011 (Del. Supr, Jan. 20, 2012), read Order here. This Order of the Delaware Supreme Court applied the recent decision of Delaware’s High Court in the Central Mortgage case in which it clarified that Delaware has not adopted the federal standard for motions to dismiss under Rule of Civil … Continue Reading

Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery

Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By:  Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court … Continue Reading

Delaware Supreme Court Refuses to Seal Letter Regarding Former CEO of Hewlett-Packard

Hurd v. Espinoza and Hewlett-Packard Company, No. 167, 2011 (Del. Supr., Dec. 28, 2011; corrected on Dec. 29, 2011), read Delaware Supreme Court opinion here. The Chancery decision appealed from was highlighted on these pages here. The New York Times online article about this  Supreme Court decision is available here. The separate Delaware Supreme Court decision last month addressing the … Continue Reading

Delaware Supreme Court Determines that Law of Spain Applies to Shareholder Suit

Sagarra Inversiones, S.L. v. Cementos Portland Valderrivas, S.A., No. 425,2011 (Del. Supr., Dec. 28, 2011), read opinion here. The Chancery decision appealed from was highlighted on these pages here. A related Chancery decision in this case was summarized on this blog here.  Issue addressed:  Whether the pre-suit demand requirements of Spanish law or Delaware law should apply to … Continue Reading

Supreme Court Affirms Chancery’s Rejection of Challenge to Recapitalization Plan

S. Muoio & Co., LLC v. Hallmark Entertainment Investment Co., No. 172, 2011 (Del., Dec. 20, 2011), is a very short Order of the Delaware Supreme Court affirming the decision of the Court of Chancery dated March 9, 2011, which was highlighted on these pages here.  The Chancery decision addressed the fairness of a recapitalization plan … Continue Reading

Delaware Supreme Court Clarifies Right to Prejudgment Interest

Brandywine Smyrna, Inc. v. Millennium Builders, LLC, No. 53, 2011 (Del. Supr., Dec. 9, 2011), read  Delaware Supreme Court opinion here. Issue Addressed:  This decision addresses the issue of when prejudgment interest is appropriate in a breach of contract case, as compared to being part of a tort recovery. Brief Overview This decision reversed a … Continue Reading
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