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Massachusetts Supreme Judicial Court Clarifies the Requirements for Shareholder Inspection Demands

In Chitwood v. Vertex Pharm. Inc., SJC-12101 (March 20, 2017), the Massachusetts Supreme Judicial Court (SJC) provided important guidance on the scope of the Massachusetts shareholder inspection statute, Mass. G.L. 156D §...more

Disclosure Only Settlements - the Effect of Choice of Law

The Delaware Courts took a significant step in 2016 to reduce the filing in Delaware of lawsuits aimed at procuring disclosure only settlements (meaning settlements that involve only the provision of additional information...more

Supreme Court Gives WARN-ing To Companies In Bankruptcy: Don’t Ignore Wage Claims

The U.S. Supreme Court held today in a 6 to 2 decision that “structured dismissals” resolving Chapter 11 bankruptcy proceedings cannot deviate from the Bankruptcy Code’s priority scheme without the consent of the affected...more

Commercial Court confirms that asymmetric jurisdiction clauses may be exclusive for the purposes of EU law

Asymmetric jurisdiction clauses - also known as one-sided or 'for the benefit' clauses - are common in international financial services agreements, but their validity under EU law has been questioned in recent years by the...more

El Paso Pipeline GP Company, L.P. et al., v. Brinckerhoff, No. 103, 2016 (Del. Dec. 20, 2016)

In this unanimous en banc decision, the Supreme Court of Delaware reversed a $171 million judgment of the Court of Chancery, holding that the plaintiff limited partner lost standing to pursue the underlying derivative claim...more

Bankruptcy Dispute Regarding “Coolcore” Trademark Heats Up in the First Circuit

In December 2015, the TMCA blogged about a decision in In re Tempnology, LLC, in which the Bankruptcy Court for the District of New Hampshire held that a debtor’s rejection of a licensing agreement in bankruptcy terminated...more

Sharply Divided Supreme Court Declines to Establish a Bright-Line Rule on Non-Lawyers Representing Corporations in Administrative...

A non-lawyer with no apparent formal connection to a corporation is the sole representative of the corporation at an administrative proceeding. When the decision comes down, it’s never properly served on the corporation. Is...more

The Court of Chancery Examines Indemnification Requirements

This officer indemnification case arises out of one of the more sordid tales to appear in a Court of Chancery opinion and a later Delaware Supreme Court affirmance. This opinion, however, focuses on the less titillating but...more

Court Of Chancery Sanctions Litigant For Fabricating Evidence And Violating Orders In LLC Dispute

This case involves the unfortunate deterioration of a marriage, as well as the couple’s winery venture, carried on through various LLCs. The decision illustrates the seriousness with which the Court of Chancery views the...more

Court of Chancery Holds That A Books And Records Plaintiff Must Be A Stockholder At The Time Of Suit

This decision resolved a matter of first impression: a plaintiff seeking corporate records under Section 220 of the DGCL must be a stockholder at the time he files his complaint to have standing. Thus, when a stockholder...more

Federal Diversity Jurisdiction: Proving Citizenship of Limited Liability Companies

Jurisdiction gives a federal court the power to hear a case. Jurisdiction matters at the outset of a lawsuit. It matters during discovery. It even matters after summary judgment. Jurisdiction matters because federal courts...more

The Court Of Chancery Addresses Conflicting Forum And Arbitration Provisions In Related Contracts

The Court of Chancery often addresses the question of who, as between the Court and an arbitrator, should decide whether certain disputes are arbitrable. The analysis of this substantive arbitrability question is complicated...more

Court of Chancery Addresses Claims Involving Distributions In The Alternative Entity Context

The case involves the issuance of certain convertible units offered to some, but not all, the limited partnership unitholders, and whether that offering and subsequent issuance violated provisions of the partnership agreement...more

A Former Shareholder Cannot Demand Books and Records Under DGCL§ 220

Can a former shareholder whose stock was cancelled in a merger bring suit for corporate books and records under Delaware law? In a recent decision, the Court of Chancery gave a clear answer to this question of first...more

CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Jan. 31, 2017) (Glasscock, V.C.): Delaware Law Firm

In this memorandum opinion, the Court of Chancery addressed a motion for partial summary judgment concerning the construction of a limited liability company agreement to determine whether it eliminated common-law fiduciary...more

Court of Chancery Addresses Effect Of Carve-Outs On The Question Of Substantive Arbitrability

This case involves the overlap of an advancement dispute and the question of substantive arbitrability under Willie Gary. The two-part test of Willie Gary asks whether the parties (i) generally referred all disputes to...more

Securities and Structured Finance Litigation Update - March 2017

Continuing Circuit Split Puts “Tolling” of Statutes of Repose Back on U.S. Supreme Court’s Agenda. The U.S. Supreme Court is again set to weigh in on the reach of its decision in American Pipe & Construction Co. v. Utah, 414...more

If You Sue Facebook, What's The Likelihood You'll Be Allowed To Depose Mark Zuckerberg?

Companies are no strangers to litigation. In California, it is a cost of doing business. Unfortunately, it is not uncommon for litigants to try to gain leverage in a dispute with a corporate party by attempting to depose its...more

Court Of Chancery Explains Class Distribution Procedures

Distributing the proceeds from a class action settlement is not as easy as you might think. Tracing ownership is complicated by the use of various intermediaries such as Cede & Co. This decision explains why that is so and...more

Court Of Chancery Explains When To Appoint Corporate Custodian

On the same day the Delaware Supreme Court affirmed the widely-reported TransPerfect decision, which ordered the sale of a successful company by custodian under Section 226 of the DGCL in order to break deadlock, the Court of...more

Ninth Circuit Says Ethics Policies Are “Inherently Aspirational,” and Violations Don’t Support Securities Fraud Claims, in Retail...

A senior officer’s violations of a corporation’s code of conduct do not give rise to a claim for violation of the federal securities laws—even where the corporation (including the officer himself) has touted the company’s...more

Delaware Law Updates – Pleading Breach of the Implied Covenant of Good Faith and Fair Dealing in the Publicly Traded Master...

In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery[1] and held that the common unitholder plaintiff’s complaint properly stated a claim...more

Decision on Unitary Group Stands after Michigan Supreme Court Chooses Not to Review

On January 24, 2017, the Michigan Supreme Court denied the application filed by the Michigan Department of Treasury (the "Department") for leave to appeal the Court of Appeals' published decision in LaBelle Management v...more

Delaware Supreme Court Affirms The TransPerfect Decision

The Supreme Court has affirmed the Court of Chancery decision that Section 226 of the DGCL permits the Court to appoint a custodian to sell a Delaware corporation when the board of directors and stockholders are deadlocked...more

NJ Supreme Court Clarifies Standard for Member Expulsion under LLC Act

One of the features of the Revised Uniform Limited Liability Company Act (RULLCA) that has been adopted in Minnesota and many other states is that it allows for an LLC to expel a member by judicial order under certain...more

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