Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
These highlights were prepared by Maliheh Zare, a corporate and commercial litigation associate in the Delaware office of Lewis Brisbois.
The Delaware Court of Chancery recently reaffirmed that minority members of a manager‑managed Delaware LLC generally do not owe fiduciary duties to the company or its other members in Ruby Hollow, LLC v. Tharp …
In a recent Delaware Court of Chancery opinion styled Fairstead Capital Management LLC v. Blodgett, C.A. No. 2022-0673-JTL, (Del. Ch., May 13, 2026), the court addressed claims based on the breach of an LLC agreement and an employment agreement as well as how some provisions of the related agreements overlapped in terms of their…
As the Editor-in-Chief of the National Law Review‘s publication called the Delaware Corporate and Commercial Law Monitor, I’m pleased to share the latest edition that has now been published. My role for this publication is in addition to my full-time practice and maintaining this blog–now in its 21st year–as well as…
A recent decision of a Magistrate in Chancery is useful for its application of the latest changes to DGCL Section 220 to the extent it applied the new version of the statute to a demand for books and records for the purpose of valuation. The decision in Trematerra v. The Affinity Project Inc.…
A recent Chancery decision addressed whether an LLC failed “to pay or make reasonable provision to pay” a judgment in violation of Section 18-804 of the Delaware LLC Act when the LLC was dissolved. In Epie v. Herakles Farms, LLC, C.A. No. 2020-0999-BWD (Del. Ch. July 21, 2025), the Court determined that the foreign…
This article was prepared by Frank Reynolds, who has been following Delaware corporate law and writing about it in various publications for more than 35 years.
The Delaware Chancery Court has declined to dismiss shareholder derivative charges that Walmart Corp. officers and directors chose to let the company violate criminal law by putting opioid drug…
The UCLA Law School will be the venue for a conference on the American Law Institute’s pending Restatement of the Law, Corporate Governance. I have been asked to be on a panel that will discuss “Corporate Governance and Private Companies” and whether public and private companies may deal with corporate governance issues differently. On the…
The Annual Tulane Corporate Law Institute in New Orleans, held on March 23 and 24 this year, attracts leading practitioners in corporate and commercial law from around the country, including a somewhat disproportionately large number of lawyers from Delaware–as well as members of the Delaware judiciary who participate in panel presentations. For those who seek…
I was quoted by Bloomberg Law about the Chancery decision in the matter styled In Re McDonald’s Corp. Stockholder Deriv. Litig., that applied Caremark duties to a corporate officer of McDonald’s. Professor Bainbridge wrote a thorough scholarly analysis about the case.
Then, not long afterwards, the Court of Chancery held that Caremark claims against…
This post was prepared by Frank Reynolds, who has been following Delaware law and writing about it in various publications for over 30 years.
A recent milestone Chancery Court opinion found shareholders were not too late in charging that opioid maker AmerisourceBergen Corp.’s directors and officers disloyally prioritized profits over regulatory compliance and ignored red-flag…