Brown v. Kellar, C.A. No. 2018-0687-MTZ (Del. Ch. Dec. 21, 2018) -
Control disputes, like those under Section 225 of the DGCL, are summary, narrow proceedings limited to the issues regarding title to office. The Court of...more
Sciabacucchi v. Salzberg, C.A. No. 2017-0031-JTL (Del. Ch. Dec. 19, 2018) -
Delaware law permits a Delaware corporation to include a forum-selection provision in its certificate of incorporation governing all “internal...more
Klein v. H.I.G. Capital LLC, C.A. No. 2017-0862-AGB (Del. Ch. Dec. 19, 2018) -
Under the Delaware Supreme Court’s Gentile decision, a claim may be dual-natured, meaning partially derivative on behalf of the corporation and...more
In re Xura Stockholder Litigation, C.A. No. 12608-VCS (Del. Ch. Dec. 10, 2018) -
Lately, the Delaware Supreme Court has given great weight to the deal price in appraisal cases. As a result, plaintiffs have put a greater...more
In re Fitbit Inc. Stockholder Derivative Litigation, C.A. No. 2017-0402-JRS (Del. Ch. Dec. 14, 2018) -
Delaware law recognizes a claim for breach of fiduciary duty based on insider trading under the Brophy decision....more
iBio v. Fraunhoffer Gesellschaft, C.A. No. 2017-0790-TMR (Del. Ch. Dec. 10, 2018) -
This decision has two helpful analyses. First, it addresses the conspiracy theory of jurisdiction under the well-known Instituto Bancario...more
Lendus, LLC v. Goede, C.A. No. 2018-0233-SG (Del. Ch. Dec. 10, 2018) -
The Court of Chancery respects zealous advocacy, but demands professionalism and degrees of civility, among counsel and the parties....more
659 Chestnut LLC v. Parke Bancorp Inc., C.A. N17-05-114 MMJ (December 6, 2018) -
This is an interesting decision because it deals with the rare instance when a party can prove a mutual mistake as to a contract’s terms so...more
Decco U.S. Post-Harvest Inc. v. Mirtech Inc., C.A. No. 2018-0100-JTL (Del. Ch. Nov. 28, 2018) -
Under Section 18-802 of the Delaware LLC Act, the Court of Chancery may dissolve an LLC when it is “not reasonably practical”...more
Terramar Retail Centers LLC v. Marion #2-Seaport Trust, C.A. No 12875-VCL (Del. Ch. Dec. 4, 2018) -
The Court of Chancery has long demanded that litigants abide by the discovery rules and respect scheduling orders. This is...more
Mergenthaler v. Triumph Mortgage Corp., C.A. No. 09C-09-203-AML (November 26, 2018) -
This case with a tortured history presented an interesting issue regarding when a creditor is required to renew a judgment in the...more
Once again, there are demands to reform corporate litigation. (See, e.g., Kevin LaCroix, “Time for Another Round of Securities Class Action Litigation Reform,” The D&O Diary, Oct. 23, 2018.) But once again, the Delaware...more
Homeland Ins. Co. of New York v. CorVel Corp., No. 60, 2018 (Del. Nov. 20, 2018) -
CorVel filed a complaint in the Delaware Superior Court in May 2015 arising out of a settlement of the underlying actions in January 2011. ...more
The Washington House Condominium Association Of Owners v. Daystar Sills Inc., C.A. N15C-01-108 WCC CCLD (November 13, 2018) -
This is an interesting decision because it explains when there is privity between parties so as...more
Busch v. Richardson, C.A. 2017-0868-AGB (November 14, 2018) -
A derivative complaint that meets the demand requirements of Rule 23.1 may be subject to later dismissal at the request of a properly formed and functioning...more
Zalmanoff v. Hardy, C.A. 12912-VCS (November 13, 2018) -
This decision holds that it is acceptable to make the needed disclosures to stockholders by sending them both a Form 10-K and proxy statement at the same time....more
CompoSecure LLC v. Cardux LLC, C.A. No. 177,2018 (Del. November 7, 2018) -
This is an important decision because it holds that an LLC agreement may make a contract void for failure to comply with the required provisions in...more
Wigginton v. Advance Auto Parts Inc., CA 18-212 MN (D. Del. November 2, 2018) -
This is an excellent review of how the District Court will analyze the requirements of the PSLRA in selecting the lead plaintiff and lead...more
Creel v. Ecolab Inc., C.A. 12917-VCMR (October 31, 2018) -
This decision resolves indemnification issues that regularly arise. First, when there are two possible indemnitors and one pays up, may the indemnitee still seek...more
Cabela’s LLC v. Wellman, C.A. 2018-0607-TMR (October 26, 2018) -
Delaware law broadly enforces noncompete agreements. However, it will not do so when the public policy of a state with greater contacts to the parties...more
Lexington Services Ltd. v. US Patent No. 8019807 Delegate LLC, C.A. 2018-0157-TMR (October 26, 2018) -
This decision explains when to stay a Delaware litigation in favor of litigation in a foreign country....more
Tilden v. Cunningham, C.A. 2017-0837-JRS (October 26, 2018) -
This is an interesting decision for many reasons. It includes a comprehensive analysis of when demand on a board is not excused, when ignoring a forum selection...more
The answer to the question posed in the title to this article may seem devious to you. After all, the answer must be “no” if we want anyone to serve on a corporate board of directors. Yet this question continues to pop up as...more
Huntsman International LLC v. Dow Chemical Co., C.A. No. N17C-11-242-WCC-CCLD (Del. Super. Oct. 3, 2018) -
In this decision by the Complex Commercial Litigation Division, the Court held, for the first time, that under 6...more
Flood v. Synutra Int’l, Inc., C.A. No. 101, 2018 (Del. Oct. 9, 2018) -
Under Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), commonly referred to as MFW, a controller may gain the benefit of business judgment review...more