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
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
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
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
The Delaware Supreme Court heard oral argument last week on the appeal of a decision by the Delaware Court of Chancery that imposed default fiduciary duties on the manager of a Delaware LLC. The caption in the Supreme Court is styled as Gatz Properties v. Auriga Capital Corp. Audio of the oral argument is available here. Courtesy … Continue Reading
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
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
Central Mortgage Company v. Morgan Stanley Mortgage Capital Holdings LLC, C.A. No. 5140-CS (Del. Ch. Aug. 7, 2012). This Court of Chancery decision was the result of remand from a decision of the Delaware Supreme Court which was highlighted on these pages here, and which clarified the standard in Delaware for the review by the Court … Continue Reading
New Jersey Carpenters Pension Fund v. infoGroup, Inc., C.A. No. 5334-VCN (Del. Ch. Aug. 16, 2012). Issue: Can Plaintiff compel the expert report prepared by the company’s counsel for the board in anticipation of litigation? Short Answer: No, based on the facts of this case. Importantly, the Court of Chancery ruled that Rule 26(b)(3) is … Continue Reading
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
In today’s New York Times, Delaware is bashed in a smear piece that attacks the state’s corporate law with an article entitled To Delaware, With Love, that is light on research, weak on substantive analysis and replete with cliches that add nothing new to the conversation. Trotting out the “usual suspects”, such as companies that … Continue Reading
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
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
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
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
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
Solow v. Aspect Resources, LLC, Del. Supr., No. 484, 2011 (Mar. 19, 2012). Issue Adressed: Does the Court of Chancery have the discretion to dismiss a case due to lack of activity by the plaintiff for over a year and failing to pursue the case? Short Answer: Yes. Background After two motions to dismiss led … Continue Reading
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
The Honorable Myron T. Steele, Chief Justice of the Delaware Supreme Court, spoke at the Stanford Law School’s Rock Center for Corporate Governance on the topic of “Shareholder Empowerment v. Board Authority” recently. The video and audio clip of His Honor’s presentation is available here.… Continue Reading
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
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
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
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
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
