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Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the...more

Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more

"Recent Delaware Cases Clarify Existing Limits and Adopt Novel Condition in Books-and-Records Demands"

Recent Delaware cases have helped clarify the limits of what the Court of Chancery will consider in a books-and-records demand under 8 Del. C. § 220, and one case has adopted a novel condition that defendants may seek to...more

"Delaware Supreme Court Provides Guidance on Aiding-and-Abetting Liability for Financial Advisors"

On November 30, 2015, the Delaware Supreme Court issued a much-anticipated opinion in RBC Capital Markets, LLC v. Jervis, No. 140, 2015, 129 A.3d 816 (Del. 2015). The Supreme Court unanimously affirmed the Court of Chancery’s...more

Disputes come from two directions. Either a claim form or a letter threatening legal action lands on your desk, or you...

Disputes come from two directions. Either a claim form or a letter threatening legal action lands on your desk, or you discover that you have a potential legal claim against a third party. When this happens, what are the most...more

5 Wishes for Securities Litigation Defense

I am committed to helping shape a system for securities litigation defense that helps directors and officers get through securities litigation safely and efficiently, without losing their serenity or dignity, or facing any...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

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

Courts Strike Down Church Plan Exemptions for Church-Affiliated Organizations

Until recently, the Internal Revenue Service (IRS), the Department of Labor (DOL), and federal courts seemed to agree that a retirement plan established and maintained by a church-affiliated organization generally qualified...more

Second Circuit Narrowly Applies Supreme Court’s Decision in Omnicare

In In re Sanofi Securities Litigation, No. 15-588-cv, 2016 U.S. App. LEXIS 4107 (2d Cir. Mar. 4, 2016), the United States Court of Appeals for the Second Circuit affirmed the dismissal of class action complaints alleging that...more

Why I’m So Passionate about Omnicare

On March 24, 2015, the U.S. Supreme Court issued its opinion in Omnicare, Inc. v. Laborers Dist. Council Const. Industry Pension Fund, 135 S. Ct. 1318 (2015). My partner Claire Davis and I are publishing a forthcoming...more

Hazout v. Tsang Mun Ting, No. 353, 2015 (Del. Feb. 26, 2016) (Strine, C.J.)

In this decision, the Delaware Supreme Court rejected a long line of judicial decisions that had significantly limited the circumstances in which Delaware courts could exercise personal jurisdiction over nonresident directors...more

Directors And Officers’ Ultimate Escape From Personal Liability

In the Ultimate Escapes bankruptcy case, the U.S. District Court for the District of Delaware recently held that the “business judgment rule” may protect fiduciaries who negotiate and enter into unconventional financing...more

Blog: In Re Sanofi: 2d Circuit Considers Misleading Statements Of Opinion After Omnicare

In an early appellate decision applying Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, a three-judge panel of the 2d Circuit, on March 4, issued its opinion in In re Sanofi. The plaintiffs...more

What is the correct way to determine jurisdiction of disputes with participation of investors in the subsoil use sphere?

Resolution of disputes with participation of investors - Under provisions of the new Civil Procedure Code1 effective from 1 January 2016, there is a special procedure for the consideration of certain “investment...more

Delaware Supreme Court Expands Personal Jurisdiction Over Directors and Officers

Contrary to notions held by Delaware practitioners for decades, the Delaware Supreme Court held in Hazout v. Tsang, No. 353, 2015 (Del. Feb. 26, 2016), that a non-resident officer of a Delaware corporation is subject to...more

What Does Americold Realty Trust Have To Do With Rule 147?

Under Article III, Section 2 of the U.S. Constitution, the judicial power of the federal courts may extend to, among other things, controversies between citizens of different states. When a party is a trust, in what state is...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 Explains When A Minority Stockholder May Have Actual Control Over A Deal

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

Court Of Chancery Applies Demand Analysis To Changed Board

This is an interesting decision because it applies the demand rules in a derivative case to an odd situation — when some but not all of the board members have changed between when the challenged conduct occurred and when the...more

Court Of Chancery Applies Demand Rules To Amended Complaint

In general, an amended derivative complaint does not need to show that demand is excused if it was excused for the filing of the initial complaint....more

Delaware Supreme Court Clarifies Director/Officer Implied Consent Statute and Rejects Hana Ranch

Rejecting the Court of Chancery’s narrow reading of the director/officer implied consent statute in Hana Ranch, Inc. v. Lent, 424 A.2d 28, 30 (Del. Ch. 1980), an interpretation that had been followed by lower courts for...more

Chancery Analyzes Limits of 'Reasonable Conceivability'

In 2011, the Delaware Supreme Court in Central Mortgage v. Morgan Stanley Mortgage Capital Holdings, 27 A.3d 531, 537 (Del. 2011), unequivocally stated that the "pleading standard in Delaware to survive a motion to dismiss is...more

Affirmed: New York’s Application of the In Pari Delicto Doctrine Bars Faithless Servant Claim and Bankruptcy Insider Exception

A recent decision of the United States District Court for the Southern District of New York (the “District Court”), affirming a decision of the United States Bankruptcy Court for the Southern District of New York (the...more

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