This is the 25th year that the Tulane Corporate Law Institute has presented a seminar in New Orleans that attracts corporate litigators and M & A lawyers from around the country to discuss the latest developments in corporate law. Members of Delaware’s Supreme Court and Court of Chancery by far represent the largest number of
Vice Chancellor Publishes Article on Shareholder Litigation in Chancery
Vice Chancellor Donald F. Parsons of the Delaware Court of Chancery has penned a law review article with a former law clerk on the topic of shareholder litigation and how the burgeoning cases in this area have led to refinements in how shareholder representative suits in Chancery are handled. The article is entitled: Docket Dividends:
Chancery Dismisses Duplicative Delaware Suit in Favor of First-Filed California Case
In Re Diamond Foods, Inc. Derivative Litigation, C.A. No. 7657-CS (Del. Ch. Feb. 28, 2013).
Issue Addressed: Whether a derivative suit filed in Delaware should be dismissed in favor of a similar first-filed action in California. Short Answer: Yes.
Short Overview of Case
The factual background involves alleged manipulation of the
Chancery Bars Claims Based on “Issue Preclusion” Doctrine
TR Investors, LLC v. Genger, C.A. No. 6697-CS (Del. Ch. Feb. 18, 2013).
Issue addressed: Whether the doctrine of “issue preclusion” prevented the relitigation of issues previously decided, and thus supported the grant of a motion for summary judgment. Short answer: Yes.
Short Overview
This 58-page opinion chronicles the long and tortuous
New Articles of Interest to Delaware Corporate Lawyers and Litigators
Two law review articles of interest to Delaware corporate lawyers and litigators arrived in the U.S. mail today and are linked below. Both articles are authored by luminaries familiar to all who follow developments in corporate law:
- The Delaware Journal of Corporate Law, Vol. 37, No. 2, features an article by Stanford Law Professor Joseph
Chancery Applies Familiar First-Filed Rule to Impose Stay
Brookstone Partners Acquisition XVI, LLC v. Tanus, C.A. No. 7533-VCN (Del. Ch. Nov. 20, 2012).
Issue Presented: The Court in this case applied the familiar first filed rule as a basis to grant a motion to stay in favor of previously filed litigation in Texas.
Brief Overview
This somewhat unremarkable decision applies a rule familiar
Kuwaiti Company Gambles and Loses on Default Judgment; Court Enforces Forum Selection Clause
Carlyle Investment Management L.L.C. v. National Industries Group (Holding), C.A. No. 5527-CS (Del. Ch. Oct. 11, 2012).
Issue Presented: Whether a default judgment should be opened when the defendant Kuwaiti company agreed to a forum selection clause in Delaware and willfully ignored multiple opportunities to participate in the lawsuit.
Short Answer: No.
Chancery Finds Inadequate Representation by Derivative Plaintiff; Dismisses Complaint with Prejudice
South v. Baker, C.A. No. 7294-VCL (Del. Ch. Sept. 25, 2012).
Issues Addressed
: This decision is a candidate for inclusion in the pantheon of iconic Delaware Court of Chancery opinions addressing the following issues: (1) When derivative plaintiffs and their counsel will be presumptively found to provide inadequate representation resulting in the complaint’s
Chancery Awards $3.2 million in Attorneys’ Fees in Contract Dispute
ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC, C.A. No. 5843-VCL (Del. Ch. July 9, 2012). In this opinion the Court of Chancery awarded attorneys’ fees, based on a fee-shifting provision of the LLC agreement, of more than $3.2 million. The recent Chancery decision on the merits of this case, on
Chancery Defers to First-Filed New York Complaint
Mich II Holdings LLC v. Schron, C.A. No. 6840-VCP (Del. Ch. June 29, 2012).
This is a rather unremarkable but still notable decision applying the familiar first-filed rule under the McWane line of cases, which served as the basis to grant a motion to stay this case in favor of a first-filed New York