The Delaware Supreme Court recently reversed a decision of the Delaware Court of Chancery, highlighted on these pages, that addressed whether the general partner of a limited partnership relied in good faith on the formal legal opinion of a law firm to support a going-private transaction. (Photo at right shows the Supreme Court Building in
The Delaware Supreme Court recently provided guidance to corporate litigators regarding the nuances of DGCL Section 220, which most readers recognize as the statute that allows stockholders to demand certain corporate records if the prerequisites in the statute–and those imposed by countless court decisions–have been satisfied. In NVIDIA Corp. v. City of Westmoreland Police and
Delaware Court of Chancery Rule 5.1 defines the requirements for court filings to receive confidential treatment, contrary to the presumption that all court filings should be made available to the public. (The former terminology “under seal” is no longer used in the current version of the rule.) A recent Chancery decision addressed the filing of
For the last 24 years or so I have written an ethics column for The Bencher, the flagship publication of The American Inns of Court. My current column is entitled: Resources for Judicial Ethics Research.
Most readers will not have a frequent need for the research sources that I have compiled on this topic, but
A recent Delaware Court of Chancery opinion should have a place in the toolbox of litigators who need to be familiar with the latest iteration of Delaware law on the nuanced aspects of the consent statute as a potential basis to impose personal jurisdiction on officers and directors of Delaware corporations by virtue of their
I have highlighted many Delaware decisions addressing issues related to pro hac vice motions on these pages over the last 17 years or so, such as the standards for the admission of a non-Delaware lawyer pro hac vice to represent a party in pending Delaware litigation. Some of the decisions I have highlighted involve efforts
The Delaware Court of Chancery published a magnum opus a few days ago that should be required reading for all lawyers who prepare formal legal opinion letters for clients–and whose behavior is subject to review by the Delaware courts.
In Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-VCL (Del. Ch.
The recent Delaware Court of Chancery opinion in Evans v. Avande, Inc., C.A. No. 2018-0454-LWW (Del. Ch. Sept. 23, 2021), provided much needed clarification for the rather unsettled nuance of indemnification under Section 145 of the Delaware General Corporation Law regarding when indemnification can be proportionate to the extent that the party seeking
The current issue of the Delaware Business Court Insider includes an article on the titular topic by yours truly and my colleague Cheneise Wright. Courtesy of the good folks at the Delaware Business Court Insider, and with their permission, it appears below.
Chancery Declines to Follow First-Filed Rule in Advancement Case
By: Francis
The Delaware Supreme Court has announced a revised standard for an important aspect of corporate litigation: the analysis of pre-suit demand futility for purposes of pursuing a derivative stockholder claim, in United Food and Commercial Workers Union and Participating Food Industry Employers Tri-State Pension Fund. v. Zuckerberg, No. 404, 2020 (Del. Sept. 23, 2021).
Before