This past week I was the subject of an online video interview that was livestreamed on Facebook. LexBlog, the company that provides the “backroom” software support to host this blog, conducted the interview and we talked about the genesis of this blog and why I have continued to publish this blog over the last
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Chancery explains how AmerisourceBergen plaintiffs’ Caremark claim passed pre-suit demand test
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently decided AmerisourceBergen Corporation shareholders’ breach-of-duty suit was one of the few Caremark claims to pass Delaware’s pre-suit demand test because it may prove…
Chancery Addresses Third-Party Beneficiary Issues
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Court of Chancery letter ruling provides useful definitions and related statements of Delaware contract law in connection with issues that arose over an asset purchase agreement. In CHS/Community Health Systems, Inc. v. Steward Health Care System LLC, C.A. No. 2019-0165-JRS (Del. Ch. Aug. 21, 2020), the following statements of law provided by the…
Statute of Limitations for Breach of Contract v. Wage Claims
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Statute of Limitations for contract claims v. claims for wages was compared and contrasted in Weik, Nitsche & Dougherty, LLC v. Pratcher, C.A. No. 2018-0803-MTZ (Del. Ch. Aug. 26, 2020). In sum:
- Delaware has a three-year statute of limitations for most contract claims pursuant to 10 Del. C. section 8106
- For wage claims,
…
When Public Trials May Be Restricted Due to Confidentiality Orders
By Francis Pileggi on
Posted in Chancery Court Updates
A one-page Delaware Court of Chancery letter decision recently addressed the practical issue created by the intersection of a public trial with the confidential treatment of the content of pleadings and other court filings that have been cloaked with the protection of Rule 5.1 of the Court of Chancery Rules. Bottom line: the court will…
Chancery Enforces Forum Selection Clause in Charter for Inspection Demand
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Court of Chancery decision is almost as noteworthy for what it decided as for what was not decided. In JUUL Labs, Inc. v. Grove, C.A. No. 2020-0005-JTL (Del. Ch. Aug. 13, 2020), Delaware’s court of equity enforced an exclusive forum selection clause in a company charter, based at least in part on the…
Chancery Interprets Delaware Stormwater Management Act
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision deserves a passing reference for its analysis of the statutorily-granted equitable jurisdiction to enforce the Delaware Stormwater Management Act. The opinion in Nieves v. Insight Building Co., LLC, C.A. No. 2019-0464-SG (Del. Ch. Aug. 4, 2020), begins with an entertaining history lesson about the Nanticoke Indians in southern…
Chancery Clarifies Nuances of Section 220 Stockholder Demand for Inspection Rights
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery opinion provides insights into nuances of DGCL Section 220 as it relates to the rights of stockholders to inspect corporate books and records, and deserves to be in included in the pantheon of Delaware decisions on this topic. It must be read by anyone seeking a complete understanding of …
Chancery Court says inspection cannot be thwarted by claiming records are out of reach at sister firm
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently granted a Sahara Enterprises Inc. investor’s books-and-records demand to know how the allegedly underperforming investment company was being run after finding that the…
Delaware Supreme Clarifies Contract-Based Right to Corporate Records
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
A recent Delaware Supreme Court decision should be required reading for anyone interested in the latest iteration of Delaware law on the contract-based right to demand “books and records” in the alternative entity context. Delaware’s High Court ruled in Murfey v. WHC Ventures, LLC, Del. Supr., No 294, 2019 (July 13, 2020), that the…