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
Chancery Provides Guidelines for Non-Delaware Lawyers Issuing Formal Delaware Legal Opinion Letters
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.
Chancery Clarifies Standard for Proportional Indemnification of Corporate Directors and Officers
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
Chancery Declines to Follow First-Filed Rule in Advancement Case
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
Delaware Court Addresses Claw-Back of Corporate Advancement and Indemnification
A recent Delaware decision addressed the request for a claw-back of legal expenses that a company was ordered to advance to an LLC manager in a prior Court of Chancery decision. In the case styled: New Wood Resources, LLC v. Baldwin, C.A. No. N20C-10-231-AML-CCLD, Order (Del. Super. Aug. 23, 2021), the Complex Commercial Litigation Division
Chancery Does Deep Dive into Corporate Dissolution Details and Winding-up Process
Anyone who needs to know the latest iterations of Delaware law regarding the intricacies and nuances of the dissolution of a corporation and the related winding-up process–needs to read the recent Delaware Court of Chancery decision styled: In re Altaba, Inc., C.A. No. 2020-0413-JTL (Del. Ch. Oct. 8, 2021). This scholarly and extensive analysis