Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Delaware Court of Chancery recently dismissed all claims against Elon Musk and his X Corp. acquisition entities brought by a Twitter Inc. investor who claimed to have lost $1.88 million because of Musk’s alleged
A recent Delaware Court of Chancery decision should be read by every lawyer who issues formal legal opinion letters—and those who litigate issues involving them. In Bandera Master Funds LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Sept. 9, 2024), the court amplified its earlier post-trial decision, highlighted on these pages
A recent Court of Chancery letter ruling provides useful definitions and related statements of Delaware contract law in connection with issues that arose over an asset purchase agreement. In CHS/Community Health Systems, Inc. v. Steward Health Care System LLC, C.A. No. 2019-0165-JRS (Del. Ch. Aug. 21, 2020), the following statements of law provided by the
Pfeiffer v. Leedle, C.A. No. 7831-VCP (Del. Ch. Nov. 8, 2013).
Issue Addressed: Whether the approval of stock option grants that exceeded the maximum number of stock options allowed under the stock incentive plan was the basis for a breach of fiduciary duty claim against both the board that approved it and the
In Vichi v. Koninklijke Philips Electronics N.V., C.A. No. 2578-VCP (Del. Ch. Nov. 28, 2012), the Delaware Court of Chancery issued a 65-page decision that applies Dutch, Italian, English and Delaware law in the context of granting in part, and denying in part, a summary judgment motion. A prior 55-page Chancery decision in this
Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Oct. 28, 2011), read 45-page opinion here. See prior Chancery decisions in this case highlighted on these pages here and here.
Issues Addressed
The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach
Nemec v. Shrader, Del. Supr., Nos. 305, 2009 and 309, 2009 (Del. Supr. Apr. 6, 2010), read opinion here.
This Delaware Supreme Court opinion features an unusual and vigorous dissent, but is especially noteworthy for its statement of Delaware law on the implied duty of good faith and fair dealing which is imposed on
Nemec v. Shrader, No. 3878-CC, and Wittkemper v. Shrader, No. 3934-CC (consolidated cases)(Del. Ch., April 30, 2009), read opinion here.
The factual basis of this Chancery Court decision involves shareholders who had signed agreements that governed the redemption of their shares. They filed suit when their company had redeemed their shares shortly prior to the corporation
Stevanov v. O’Connor, No. 3820-VCP(Del. Ch., April 21, 2009), read opinion here.
Kevin Brady, a highly respected Delaware litigator, provides us with the benefit of his summary of this Delaware Chancery Court decision as follows:
Vice Chancellor Parsons granted in part and denied in part defendant – ex-husband’s motion for summary judgment with respect
Addy v. Piedmonte, et al., Del. Ch., No. 3571-VCP (March 18, 2009), read opinion here.
Kevin Brady, a highly respected Wilmington lawyer, prepared the following review of this case:
In this Chancery Court decision, Vice Chancellor Parsons dismissed a claim for breach of fiduciary duty in a case with a complex fact pattern involving oil