This post is an aggregation of miscellaneous worthwhile Delaware corporate litigation developments that was easier to present as one post instead of multiple smaller posts: 1. Case Law Regarding Importance of Formalities to Modify Pretrial Scheduling Orders: A Delaware Supreme Court opinion of several years ago, highlighted on these pages, emphasized that informal extensions of a … Continue Reading
The number of jurists on the Delaware Court of Chancery was recently increased from five to seven by legislation. Today, the Governor nominated the two new vice chancellors for Delaware’s equity court, and they now will be considered by the Delaware Senate. A local Delaware publication at this link provides details about the two nominees: Morgan … Continue Reading
The Court of Chancery recently addressed claims for fraudulent conveyance, and relief available for such claims, in Duffield Associates, Inc. v. Lockwood Brothers, LLC, C.A. No. 9067-VCMR (Del. Ch. July 11, 2017). Court of Chancery Rule 9(b) requires that averments of fraud or mistake shall be stated with particularity, as compared to other claims which … Continue Reading
An associate in the Delaware office of Eckert Seamans prepared this overview. The Court of Chancery opinion in Horne v. OptimisCorp, C.A. No. 12268-VCS (Del. Ch. Mar. 3, 2017) explores Delaware’s indemnification provisions. Background: Plaintiff William Horne (“Horne”) brought an action for indemnification for fees and expenses against OptimisCorp (the “Company”). Horne’s fees stemmed from … Continue Reading
The Delaware Association of Second Amendment Lawyers will present its Third Annual Delaware Firearms Law Seminar on October 6, 2016 at 8:30 a.m. in Wilmington, Delaware, at the Doubletree Hotel. The foregoing hyperlink has more details, but in addition to nationally-recognized constitutional law scholars, two members of the Delaware judiciary will be making a presentation … Continue Reading
Generally, a successful claim for advancement of legal fees for a former director or officer entitles the prevailing party to “fees on fees” incurred for obtaining the favorable ruling. A recent ruling from the newest member of the Delaware Court of Chancery explains the limitations or the contours of that general rule. In Wong v. USES Holding … Continue Reading
The recent opinion from the Delaware Court of Chancery in Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch., March 29, 2016), provides a useful reminder that the Delaware statutes for alternative entities, such as the LP in this case, allow for a waiver of all fiduciary duties. The only exception to that rule is … Continue Reading
The Court of Chancery recently reiterated its expectations of Delaware discovery conduct at a hearing in Medicalgorithmics S.A. v. AMI Monitoring, Inc., C.A. No. 10948-CB (Transcript). Notable among the Court’s comments at the hearing were: The Court stressed the importance of attorney review of documents before production, saying that, absent a “quick-peek” agreement, attorney involvement should … Continue Reading
This is a guest article from Ciro Poppiti, III, Esquire, the Register of Wills for New Castle County, Delaware, and a frequent commentator on food-and-beverage law. Office of the Commissioner, Delaware Alcoholic Beverage Control v. Appeals Commissioner, Delaware Alcoholic Beverage Control, and Lex-Pac, Inc. d/b/a Hak’s Sport’s Bar & Restaurant (Del. June 2, 2015). Takeaway … Continue Reading
Bloomberg BNA is sponsoring a panel discussion on proposed amendments to the Delaware General Corporation Law (DGCL), such as a ban on fee-shifting bylaws in corporate litigation, that are expected to be passed by the legislature this month. The discussion will be on Twitter at 2:00 p.m. ET on June 3, 2015. The panel includes … Continue Reading
In re Dole Food Co.. Stockholder Litig., No. 8703; In re Appraisal of Dole Food Co., No. 9079, order denying motion for summary judgment filed (Del. Ch. Jan. 21, 2015). The Delaware Court of Chancery is scheduled imminently to hear claims in connection with the going-private transaction of Dole, now that the Delaware Supreme Court denied an … Continue Reading
2009 Caiola Family Trust v. PWA, LLC, C.A. No. 8028-VCP (Del. Ch. Dec. 18, 2014). This Delaware Court of Chancery opinion involves litigation over the management of a Delaware limited liability company formed to operate a residential apartment complex. The plaintiffs are non-managing members of the company that owns 90% of membership interests and the … Continue Reading
In re Comverge, Inc. Shareholders Litigation, Cons. C.A. No. 7368-VCP (Nov. 25, 2014). This Court of Chancery opinion addresses a motion to dismiss a stockholder challenge to a completed merger. The plaintiffs contend that the board of directors of Comverge breached their fiduciary duties by conducting a flawed sales process and agreeing to unreasonable deal … Continue Reading
Eurofins Panlabs, Inc. v. Ricerca Biosciences, LLC, C.A. No. 8431-VCN (Del. Ch. May 30, 2014). This Delaware Court of Chancery opinion provides an analysis of the Delaware Securities Act and concludes that it does not apply to the alleged fraud that occurred outside the State of Delaware. The court explained that status as a Delaware … Continue Reading
Wal-Mart Stores, Inc. v. Indiana Electrical Workers, Del. Supr., No. 614, 2013. A pending appeal before the Delaware Supreme Court addresses a claim under DGCL Section 220 for books and records of Wal-Mart in connection with allegations regarding misdeeds in their Mexican subsidiary. While he was the Chancellor, the current Delaware Chief Justice made a … Continue Reading
The Delaware Supreme Court heard oral argument a few days ago on whether parts of the various pleadings filed with the Court of Chancery in a dispute involving the Al Jazeera network and AT & T should be kept from the public based on an interpretation of the relatively recently adopted Court of Chancery Rule … Continue Reading
Andre Bouchard has been confirmed by the Delaware Senate as the new Chancellor for the Delaware Court of Chancery. Best wishes to the newest member of the Court.… Continue Reading
Kevin Brady has written an article for the website of the Delaware Division of Corporations that provides an overview of Practice Guidelines for the Delaware Court of Chancery and best practices regarding discovery and related practice tips before Delaware’s equity court.… Continue Reading
Prof. Larry Hamermesh is the director of The Institute of Delaware Corporate & Business Law, and has penned a post with insightful and learned commentary on shareholder activism in general, and in particular the claims against Sotheby’s use of the poison pill.… Continue Reading
IMX Information Management Solutions, Inc. v. MultiPlan, Inc., et al. , C.A. No. 7786-VCP (Del. Ch. Mar. 27, 2014). Why This Decision is Notable: This Court of Chancery decision enforced the notice deadline and related contractual prerequisites to perfecting a claim for indemnification in connection with a post-closing attempt to access escrow funds that were set aside … Continue Reading
Newell Rubbermaid Ind. v. Storm, C.A. No. 9398-VCN (Del Ch. Mar. 27, 2014). This decision is blogworthy for its recognition that a non-competition agreement can be enforced against an employee based on an online “click” to signify consent to the terms of the agreement (that was otherwise enforceable as if it were conventionally signed). Known as … Continue Reading
Vice Chancellor J. Travis Laster, continuing the tradition of prolific scholarship by members of the Court of Chancery, has authored two recent scholarly publications through which one might discern insights regarding his thought processes on the cutting edge legal issues addressed. One of the articles by Vice Chancellor Laster is entitled: Revlon Is a Standard of … Continue Reading
The above title adorns a recently published law review article by the new Delaware Chief Justice Leo Strine, Jr. in the Columbia Law Review. Highlights of the article are in a post on the Davis Polk Corporate Governance Blog.… Continue Reading
Wayman Fire Protection, Inc. v. Premium Fire & Security, LLC, C.A. No. 7866-VCP (March 5, 2014). Why is this decision important? In this post-trial opinion, the Court found that a former employee and his current employer were liable under the Delaware Misuse of Computer Information Act, as well as claims for conversion and breach of … Continue Reading
