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Chancery lets investment firm press claim it was duped into buying I.T. company

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The Chancery Court recently green-lighted key parts of an investment company’s suit against officers and owners who allegedly inflated their I.T. and data center services provider’s worth, finding the … Continue Reading

Miscellaneous Delaware Corporate and Commercial Practice Updates

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

Two New Vice Chancellors Nominated for Delaware Court of Chancery

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

Relief Granted for Fraudulent Conveyance

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

Chancery Grants Indemnification for Former Officer

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

Delaware Firearms Law Seminar

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

Chancery Rejects Advancement Claim for Fees on Fees

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

Court of Chancery Addresses Discovery Conduct

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

Supreme Court Rules on Appeal of Liquor License Dispute

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

Panel Discussion on DGCL Amendments

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

Chancery Denies Motion to Dismiss Claim Seeking Ouster of LLC Manager

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

Part of Revlon Claim Survives Motion to Dismiss

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

Wal-Mart Section 220 Ruling Pending Appeal

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

Chancery Enforces Notice Deadline For Indemnification Claim

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

Clickwrap Agreement Found Enforceable

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 Laster Authors Two Law Review Articles

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