statute of limitations

In the context of explaining why certain challenges to a stockholders’ agreement were not barred by laches and were otherwise timely, the Delaware Court of Chancery recently recited several enduring fundamental principles of Delaware corporate law and corporate governance in the gem of a decision styled: West Palm Beach Firefighters’ Pension Fund v. Moelis &

A recent Delaware decision is noteworthy because of its clarification of when the statute of limitations begins to run in connection with the alleged breach of a contractual indemnification clause.

The Superior Court ruled that an indemnification claim for environmental remediation liability accrued when the seller refused to indemnify the buyer–and not when the buyer

Buerger v. Apfel, C.A. No. 6539-VCL (Del. Ch. March 15, 2012).

Issue Presented

Whether equitable tolling could save claims that would otherwise be barred by the applicable statute of limitations or latches, which defendants argued should block any challenge to certain stock options and other related-party transactions.

Background

The disputed transactions involve a company