Grace v. Ashbridge LLC, C.A. No. 8348-VCN (Del. Ch. Dec. 31, 2013).

Issue Addressed:  Whether a successor entity was liable for advancement and indemnification claims based on the operating agreement of a successor entity LLC even though the sole allegations involve a predecessor entity and a related entity. Short Answer:  No.

Brief Overview

Zimmerman v. Crothall, C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013)

Issue Presented 

This 74-page opinion addresses the allegations of a minority unitholder in an LLC who asserts claims that the directors breached their fiduciary duties in connection with several financing transactions.

Brief Overview 

Zimmerman claimed that the challenged transactions should be analyzed under

Kevin F. Brady and Francis G.X. Pileggi were part of a panel presentation entitled:  “Protecting the Corporate Director” at the American Bar Association’s Business Law Section Spring Meeting at Caesars Palace in Las Vegas last month.  The focus of the panel was on director and officer liability, as well as indemnification and advancement, including insurance

Hermelin v. K-V Pharmaceutical Company, C.A. No. 6936-VCG (Del. Ch., Feb. 7, 2012).

Issues Addressed

The Court of Chancery addressed an issue of first impression in Delaware regarding: “what evidence is relevant to an inquiry into whether an indemnitee acted in good faith for the purposes of permissive indemnification” under DGCL §§145(a) and (b).