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
Chancery Addresses Subject Matter Jurisdiction and Basic Contract Principles
A recent Court of Chancery decision provides a few basic but important statements of Delaware law that are useful for the toolbox of corporate and commercial litigators. In Klein v. ECG Topco Holding, LLC, C.A. No. 2021-0701-LWW (Del. Ch. July 8, 2022), the Court pithily decides issues that arose in the context of the
Deposition Stricken from Court Docket; Not Properly Lodged with Confidential Treatment
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
Resources for Judicial Ethics Research
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
Consent Statute Not Sufficient Alone to Impose Jurisdiction on Corporate Officer
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
Pro Hac Vice Motions in Delaware: Cases and Commentary
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
Issue of Preservation of Privilege in Connection with the Sale of a Company
The purpose of this short blog post is to identify key decisions that are merely a helpful starting point in an analysis of whether or not the attorney/client privilege was preserved by the seller of a company post-closing, depending on whether the transaction was a sale of assets, or a statutory merger, or some variation.
Supreme Court Decides Important Contract Dispute in Sale of Business
The recent Delaware Supreme Court decision in AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, Del. Supr., No. 71, 2021 (Dec. 8, 2021), has already been the subject of many articles in the few days since it was released because it is the first definitive pronouncement by Delaware’s High Court on
Court of Chancery Veteran Confirmed for New 12-Year Term on Bench
The State of Delaware and those who practice in the Delaware Court of Chancery are fortunate that the Delaware Senate confirmed Vice Chancellor J. Travis Laster for another 12-year term on the bench of Delaware’s equity court. Reuters published a post-confirmation interview with His Honor. One of the quotes from the interview regarding the Vice
The “Wedge”: Corporate Governance Term and Delaware Geography Reference
A recent Delaware Court of Chancery opinion decided a contested mootness fee request in connection with benefits that resulted from stockholder litigation. Instead of the thorough analysis concerning the appropriate amount of the fee award, what one reader thinks is more interesting about the decision, from a historical perspective, is the introduction which defines the