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
personal jurisdiction
Requirement Not Met to Bind Non-Signatories to Forum Selection Clause
By Francis Pileggi on
Posted in Court of Chancery Updates
Delaware law allows for non-signatories to be bound by a forum selection clause if a three-part test is met, and a recent Delaware Court of Chancery opinion provides an analysis of those factors while granting a motion to dismiss in Highway to Health, Inc. v. Bohn, No. 2018-0707-AGB (Del. Ch. April 15, 2020).
The…
15th Annual Review of Key Delaware Corporate and Commercial Decisions
The following article is reprinted with permission from the Jan. 15, 2020 edition of “The Delaware Business Court Insider”, (c) 2020 ALM Media Properties, LLC. All rights reserved.
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 15th year that Francis Pileggi and various co-authors have created an annual list of important…
Court of Chancery Addresses Personal Jurisdiction Over De Facto LLC Manager
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery addressed in a recent opinion the nuances of imposing personal jurisdiction (in a second ruling on the issue in as many days), in connection with someone who served as a de facto manager of an LLC. In Metro Storage International LLC v. Harron, C.A. No. 2018-0937-JTL (Del. Ch. July…
Chancery Addresses Personal Jurisdiction Over Co-Conspirator
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides an excellent analysis of the requirements for imposing personal jurisdiction based on the Delaware Long Arm Statute, and also addresses the fiduciary duty of disclosure in a thorough manner worthy of careful reading. In Clark v. Davenport, C.A. No. 2017-0839-JTL (Del. Ch. July 18, 2019), the…
Consent to Jurisdiction Implied by Adoption of Forum Selection Bylaw
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is noteworthy for its finding that the adoption of a forum selection bylaw implied consent to jurisdiction to the extent that it required lawsuits by stockholders against the company to be filed in Delaware. See In re: Pilgrim’s Pride Corp. Derivative Litigation, C.A. No. 2018-0058-JTL (consol.) (Del. Ch. …
Chancery Dismisses Action for Lack of Personal Jurisdiction over LLC and LLC Owners
By Francis Pileggi on
Posted in Court of Chancery Updates
An Eckert Seamans associate prepared this overview.
In IMO Dissolution of Arctic Ease, C.A. No. 8932-VCMR (Dec. 9, 2016), the Chancery Court rejected personal jurisdiction under Delaware’s Limited Liability Company Act and the conspiracy theory of jurisdiction. The Court provides helpful guidance on when someone can be considered an LLC manager for purposes of…
Chancery: UCC Filing Serves as Partial Basis to Impose Personal Jurisdiction
By Francis Pileggi on
Posted in Court of Chancery Updates
Lake Treasure Holdings, LLC v. Foundry Hill GP, LLC, C.A. No. 6546-VCL (Del. Ch. Nov. 21, 2013)
This Chancery decision determined that the filing of a UCC statement may serve to satisfy two elements of the 5-part test to establish personal jurisdiction in Delaware based on the well-settled “conspiracy basis of personal jurisdiction”, and in…
Delaware Holding Company Recognized for Jurisdictional Purposes
By Francis Pileggi on
Posted in Other Court Decisions
Johnson v. Smithkline Beecham Corp., 2013 U.S. App. LEXIS 11501 (3d Cir. June 7, 2013).
Issue Addressed: For purposes of diversity jurisdiction, should a holding company’s citizenship be defined by the activities of its limited liability company (LLC) subsidiary given that a holding company’s primary activity is to own and manage, not…
Supreme Court Upholds Forum Selection Clause Against Kuwaiti Company
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
National Industries Group (Holding) v. Carlyle Investment Management LLC, Del. Supr., No. 596, 2012 (May 29, 2013).
Issues Addressed: Enforceability of a forum selection clause, and the prerequisites to vacate a judgment under Court of Chancery Rule 60(b)(6).
Brief Background
This case involved a dispute between two sophisticated entities. One was based in Kuwait…