Morris James LLP

Delaware Supreme Court Issues New Standards Governing Master Limited Partnership Cases

Agreements for limited partnerships, in particular for publicly-traded master limited partnerships, are notoriously complicated and often hard to understand, so much so that two of the state’s judges co-wrote a detailed article…more
| Civil Procedure, Commercial Law & Contracts

Court of Chancery Enjoins Transaction Pending Clearer Disclosure of Banker’s Conflicts

A board must disclose all information material to the stockholder vote for a transaction. Moreover, disclosures may be inadequate when they are buried in various places in a lengthy proxy statement. One piece of material…more
| Business Organizations, Civil Procedure, Commercial Law & Contracts, Securities Law

The Perils of Advancement

There is perhaps one single obligation that most aggravates corporate boards of directors: Paying your opponent's legal fees when you are convinced he has done you wrong. How then is that not just possible, but a regular…more
| Civil Procedure, Commercial Law & Contracts

Delaware Insider: Delaware Supreme Court Precludes Fraudulent Inducement of LLC Agreement and Employment Agreement as Defense in Advancement Proceeding

In the corporate context, Delaware has long recognized a public policy in favor of both indemnification and advancement. “Indemnification encourages corporate service by capable individuals by protecting their personal financial…more
| Civil Procedure, Commercial Law & Contracts

Court Of Chancery Explains Discovery Objections

For some time now, the Court of Chancery has told litigants that objections to documents requests should be specific, not generic and boilerplate. This decision thoroughly addresses the case law on this issue, with numerous…more
| Civil Procedure, Commercial Law & Contracts, Electronic Discovery

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
| Business Organizations, Civil Procedure, Commercial Law & Contracts

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
| Business Organizations, Civil Procedure, Commercial Law & Contracts

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 makes…more
| Business Organizations, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Delaware Supreme Court Addresses Fee-Shifting Provision In Notes

This decision addresses a fee-shifting provision in certain notes that would be triggered if any indebtedness evidenced by the notes was collected by legal action. In exchange for modifying the notes, the noteholders had…more
| Civil Procedure

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
| Alternative Dispute Resolution (ADR), Business Organizations, Civil Procedure, Commercial Law & Contracts

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
| Business Organizations, Civil Procedure, Commercial Law & Contracts

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
| Alternative Dispute Resolution (ADR), Business Organizations, Civil Procedure, Commercial Law & Contracts

The Court of Chancery Sends Advancement Case To Arbitration

This is another instance of the Court of Chancery addressing the overlap of advancement and the question of substantive arbitrability under Willie Gary. Here, the Court explains that once Willie Gary’s two-part test is…more
| Alternative Dispute Resolution (ADR), Business Organizations, Civil Procedure

Court Of Chancery Gives Definitive Explanation On Advancement Procedures

Once the right to have fees advanced has been determined, the tricky issue is how to decide if the actual fees requested fall within the scope of the advancement rights. The Court of Chancery has adopted what is known as the…more
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Court Of Chancery Stresses Importance Of Records Demand In Lead Counsel Battle

When asked to choose the lead plaintiff and class counsel, the Court of Chancery applies the well-known Hirt factors. As this decision demonstrates, the Court also will place some significant weight on which of the competing…more
| Civil Procedure, Commercial Law & Contracts
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