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Court Of Chancery Explains What Is Required To Plead Bad Faith

This is an interesting decision for at least two reasons. First, in it the new Vice Chancellor demonstrates that he is both well-versed in Delaware business entity law and fully capable of carrying out the Court of Chancery’s...more

Draft Carefully: North Carolina Supreme Court Affirms Strict Blue Pencil Doctrine Still Applies to Non-Competes

North Carolina courts traditionally recognized their limited power in amending terms of unenforceable non-compete agreements. The “blue pencil” rule permits a court to enforce restrictions that are reasonable, while striking...more

Contracts and Unfair Trade Practices, Redux

A recent decision by the North Carolina Business Court underscores the challenges faced by a party who tries to convert a breach of contract into a violation of N.C. Gen. Stat. § 75-1.1. A breach of contract alone, even...more

Dieckman v. Regency GP LP, et al., C.A. No. 11130-CB (Del. Ch. Mar. 29, 2016) (Bouchard, C.)

In this opinion, the Delaware Court of Chancery reaffirmed that default fiduciary duties, including a duty of disclosure, may be modified or wholly eliminated when such modification or elimination is clearly set forth in a...more

The Tennessee Business Court Clarifies Fiduciary Duties of LLC Members

In a recent opinion, decided 12/22/15, the Tennessee Business Court clarified the circumstances under which members of a Tennessee limited liability company owe fiduciary duties to one another. In Ewing v. Miller, Case No....more

Second Circuit Stresses Control, Not Attribution, In Applying Janus’s “Ultimate Authority” Test, And Also Allows Expert Testimony...

In Janus Capital, the Supreme Court established the “ultimate authority” test to determine who may be liable under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) as a “maker” of a materially misleading...more

Delaware Supreme Court Rules that Qualifying to Do Business as a Foreign Entity Does Not Operate as a Consent to General...

On April 18, 2016 the Delaware Supreme Court, in a 4-1 decision, held that a foreign corporation does not expressly consent to general jurisdiction by merely registering to do business in the state and appointing an agent for...more

Breach of Fiduciary Duty Claim Subsumed by Breach of Contract Claim

Defendants are often faced with complaints that assert multiple causes of action arising from the same set of facts and circumstances. A prime example of such a complaint is presented in CIM Urban Lending v. Cantor Commercial...more

Delaware Chancery Court Dismisses Challenge to Merger of MLPs - Reaffirms Ability of Limited Partnerships to Modify Fiduciary...

In an opinion issued on March 29, 2016, the Delaware Chancery Court dismissed a challenge to the 2015 acquisition of Regency Energy Partners LP (“Regency”) by Energy Transfer Partners L.P. (“ETP”), holding that Regency’s...more

Court Of Chancery Explains Advancement Rights Of Seller Representative

This is an interesting advancement case as it applies the usual test of whether the former directors have been sued “by reason of the fact” they were directors in the context of suit against former owners’ representative for...more

Episode 11: Better Know a Judge: Vice Chancellor Joseph R. Slights, III of the Delaware Court of Chancery [Video]

On this episode of CorpCast, we continue our “Better Know a Judge” series with an interview of the newest member of the Delaware Court of Chancery, Joseph R. Slights, III. Joe discusses why he took a pay cut while his...more

Three Things to Watch after One Week of the Staples-Office Depot Merger Trial

On Monday, Staples and the Federal Trade Commission began presenting arguments in the D.C. District Court on whether the FTC should be entitled to a preliminary injunction to halt a potential merger between Staples and Office...more

2015 Georgia Corporation and Business Organization Case Law Developments

This survey covers the legal principles governing Georgia businesses, their management and ownership. It catalogs decisions ruling on issues of corporate, limited liability company and partnership law, as well as transactions...more

CorpCast Episode 10: eDiscovery Review [Video]

On today’s episode of CorpCast, we are joined by our colleagues Ian McCauley and Laura Readinger. Ian and Laura’s practice focuses on eDiscovery, and this episode covers Delaware developments on the subject over the past 16...more

Is It Better To Be A LLC Member In The Minority Than A Minority Corporate Shareholder?

It is pretty common to think that limited liability company members have similar rights as shareholders in a corporation. But they don't, (although in some respects the rights afforded to LLC members may be better). The...more

Allocation Clause Held Enforceable in a Duty To Defend D&O Policy

In Housing. Auth. of New Orleans v. Landmark Ins. Co., 2016 U.S. Dist. LEXIS 24419 (E.D. La. Feb. 29, 2016), the court provided a rare analysis of the interplay between a duty to defend in a D&O policy and the allocation...more

Jarmoc and Jarmoc: A Modern-day Bleak House?

A family feud recently unfolded in the Connecticut probate court, a typical venue for family feuds to play out after the death of a successful business owner. That is the case especially when a contested will is produced...more

Court Of Chancery Explains Advancement Rights Of Former Director

As is well known, a former director may be entitled to have his fees advanced in suits against him even after he has resigned from the board. ...more

Court Of Chancery Limits Fiduciary Claims Based On A Contract

A recurring problem in Delaware jurisprudence is whether breach of contract and fiduciary duty claims may proceed simultaneously....more

Court Of Chancery Denies Advancement Until Undertaking Executed

This decision states what should be obvious — you do not get your expenses advanced until you undertake to repay them if you lose....more

Prejudice Not Required in New Jersey To Deny Coverage for Late Notice Under a Claims Made Policy

On February 11, 2016, the Supreme Court of New Jersey in Templo Fuente de Vida Corp. v. National Union Fire Ins. Co. of Pittsburgh, declared that an insurance company was not required to show it suffered prejudice before...more

Delaware Law Updates - PECO Logistics, LLC v. Walnut Investment Partners, L.P.

Drafting LLC Agreements for Undesirable Outcomes: Sophisticated investor holds a “put right” but has no basis to challenge valuation on the units that are being “put.” A Delaware Court of Chancery opinion addresses a...more

Court Of Chancery Calculates Mootness Benefit In Post-Trulia Decision

This is an interesting decision for two reasons. First, the decision awards a mootness fee for disclosures and changes to deal protection measures in a merger gone bust. Thus, the opinion is useful precedent in the...more

Court of Chancery Approves Disclosure Settlement Post-Trulia and Finds Management Projections Plainly Material

As detailed in a prior post (available here), the ruling in In re Trulia, Inc. Stockholders Litigation, 2016 WL 270821 (Del. Ch. Jan. 22, 2016) changed the legal landscape for so-called disclosure settlements. Among other...more

The Ropes Recap: Mergers & Acquisitions Law News - Fourth Quarter 2015

The Demise of Disclosure-Only Settlements? The Court of Chancery Outlines a New Regime. - In a recent opinion, Chancellor Bouchard of the Delaware Court of Chancery reiterated the Court of Chancery’s belief that...more

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