Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
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…
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…
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…
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…
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.
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.
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…
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).…
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 …