There are many decisions highlighted on these pages ordering the enforcement of forum selection clauses. A recent transcript ruling is notable for granting expedited proceedings, without ruling on the merits, for a plaintiff who sought to enforce a forum selection clause even though the plaintiff was not a signatory to the agreement with the forum … Continue Reading
In re Dell Inc. Shareholder Litigation, No. 8329, hearing transcript released (Del. Ch. June 27, 2013). In a ruling from the bench, the Court of Chancery denied a request for expedited proceedings requested by challengers of the pending deal involving Dell. The plaintiffs failed to convince the court that they had a “colorable claim” that … Continue Reading
Vice Chancellor Donald F. Parsons of the Delaware Court of Chancery has penned a law review article with a former law clerk on the topic of shareholder litigation and how the burgeoning cases in this area have led to refinements in how shareholder representative suits in Chancery are handled. The article is entitled: Docket Dividends: … Continue Reading
In re BioClinica, Inc. Shareholder Litigation, C.A. No. 8272-VCG (Del. Ch. Feb. 25, 2013). This Chancery ruling denied a motion to expedite claims in consolidated cases that were quickly filed to challenge the merger of BioClinica with JLL Partners. The court explained the basis for the denial as the absence of any colorable claims. In … Continue Reading
Balch Hill Partners, L.P. v. Shocking Technologies, Inc., C.A. No. 8249-VCN (Del. Ch. Feb. 7, 2013). Issue addressed: Whether expedited proceedings should be granted to consider the appointment of a receiver or custodian for an allegedly insolvent company pursuant to DGCL Sections 291 and 226? Short answer: Yes Brief Overview This letter ruling was in … Continue Reading
The Renco Group, Inc. v. MacAndrews AMG Holdings LLC, C.A. No. 7668-VCN (Del. Ch. Jan. 18, 2013). This opinion is noteworthy for purposes of reiterating the well-worn standard that will be applied to a motion seeking expedited discovery and an expedited hearing in connection with a preliminary injunction. The Court explained that: “The burden on … Continue Reading
The Court of Chancery hosted a seminar for practitioners on December 7, 2012 in Wilmington, in order to explain its recently promulgated Practice Guidelines as well as recent amendments to the rules governing confidentiality and electronic discovery. The materials discussed and distributed are “must reading” for both lawyers practicing in the Court and those out-of-state counsel … Continue Reading
Huawei Technologies Co. Ltd., v. Interdigital Technology Corporation, C.A. No. 6974-CS (Del. Ch. June 11, 2012)(Transcript ruling). Issues Presented: (1) whether a motion to expedite should be granted, and (2) whether a motion to dismiss or stay should be granted based on the McWane first-filed doctrine. Short Answer: Motion to expedite was denied and defendants’ motion … 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
Icahn Partners LP v. Amylin Pharmaceuticals, Inc., C.A. No. 7404-VCN (Del. Ch. Apr. 20, 2012). Issue Addressed: Whether a challenge to an advanced notice bylaw should be given expedited treatment. That is, whether a colorable claim for interfering with the shareholder voting franchise and irreparable harm have been shown? Short Answer: Yes. Tom Hals of Reuters … Continue Reading
In re Delphi Financial Group Shareholder Litigation, Cons. C.A. No. 7144 -VCG (Del. Ch. Mar. 6, 2012). This is the third Delaware Court of Chancery decision in as many weeks that denied injunctive relief, in an expedited opinion, in response to a challenged transaction–despite criticism in two of the cases, of the process and the players, but … Continue Reading
Chancellor Strine in In Re El Paso Corporation Shareholder Litigation, Consol. C. A. No. 6949-CS (Del. Ch. Feb. 29, 2012), denied the stockholder plaintiffs request for a preliminary injunction to enjoin a merger between El Paso Corporation and Kinder Morgan, Inc. While the Court in a 33-page opinion, severely criticized the actions of a number of the players, in the end … Continue Reading
In Re: Micromet, Inc. Shareholders Litigation, C.A. No. 7197-VCP (Del. Ch. Feb. 29, 2012). Issue Addressed The issue in this case is whether a motion for preliminary injunction should be granted to enjoin an all-cash negotiated tender off for all the shares of a biopharmaceutical company. Plaintiffs are the shareholders of the target company and … Continue Reading
Trilogy Portfolio Company, LLC v. Brookfield Real Estate Financial Partners, LLC, C.A. No. 7161-VCP (Del. Ch., Jan. 13, 2012), read opinion here. Issue Addressed Whether the restructuring of a $2.7 billion mortgage loan secured by the Atlantis Resort and Casino in the Bahamas created the necessary type of irreparable harm to the lenders which warranted … Continue Reading
On January 13, 2012, the Court of Chancery issued non-binding guidelines or “best practices” to help lawyers and their parties handle common and sometimes complex procedural issues that arise in litigation before the Delaware Court of Chancery. Kevin F. Brady, who is a member of the Court of Chancery Rules Committee, prepared this summary. The … Continue Reading
Sherwood v. Chan, C.A. No. 7106-VCP (Del. Ch. Dec. 20, 2011), read opinion here and TRO here. Issue Addressed Whether the last minute removal of an incumbent director from the company slate shortly before an annual shareholders’ meeting created irreparable harm due to the threat of an uninformed shareholder vote that warranted a TRO. Short Answer: … Continue Reading
In Huawei Technologies Co., Ltd. v. Interdigital Technology Corp., C.A. No. 6974-CS (Del. Ch., Nov. 17, 2011), read transcript ruling here, the Delaware Court of Chancery denied a request for expedited scheduling in a case that sought to set a FRAND rate for use of patents where prior-pending ITC and District Court proceedings would or … Continue Reading
In Parcell v. Southwall Technologies, Inc., C.A. No. 7003-VCL (Del. Ch. Nov. 7, 2011)(transcript), the Delaware Court of Chancery refused to stay litigation challenging a transaction despite parallel litigation pending in California challenging the same transaction. Read transcript here. Thanks are due to Delaware litigator Kurt Heyman for forwarding this transcript. Brief Overview Most readers … Continue Reading
The Delaware Court of Chancery, and the members of its bench, have been sued in the U.S. District Court for the District of Delaware over the relatively new arbitration procedures that allow for selected lawsuits involving at least $1 million to be filed under seal, with the consent of all parties, and provide for a member of the … Continue Reading
In re Alloy, Inc. Shareholders Litigation, C.A. No. 5626-VCP (Del. Ch. Oct. 13, 2011). Read this Delaware Court of Chancery opinion here. Issue Addressed: Did the directors breach their fiduciary duties in connection with voting on a merger in light of benefits they received that were not enjoyed by all shareholders and in light of … Continue Reading
Gaines v. Narachi, C.A. No. 6784-VCN (Del. Ch. Sept. 30, 2011), read decision here. But see here for a subsequent letter ruling granting a motion to reconsider this decision on the issue of whether a colorable claim was demonstrated. This is a rare example of a motion for reargument under Rule 59(f) being granted. Issue Addressed … Continue Reading
The Bank of New York Mellon v. Realogy Corp., (Del. Ch., Dec. 18, 2008), read opinion here. This Chancery Court decision in favor of The Bank of New York Mellon ("BNYM"), involved contract interpretation of various documents in connection with an attempt to refinance. Both BNYM as indenture trustee, and the corporate issuer sought declaratory judgment on cross-motions … Continue Reading
In Alpha Natural Resources, Inc. v. Cliff’s Natural Resources, Inc., (Del. Ch., November 6, 2008), read opinion here, the Chancery Court observed that in addition to the conventional prerequisites that must be satisfied before a “prohibitory preliminary injunction” will issue, when a “mandatory injunction” is requested, seeking affirmative corrective or remedial action to be taken, it: … Continue Reading
County of York Employees Retirement Plan v. Merrill Lynch & Co., Inc., et al., (Del. Ch., Oct. 28, 2008), read opinion here. This 39-page Chancery Court decision addressed in a cursory but scholarly manner, several preliminary issues related to the recently announced merger of Merrill Lynch and Bank of America. The opinion is a treasure trove of Delaware … Continue Reading
