The Chemours Co. v. DowDupont Inc., C.A. No. 2019-0351-SG (Del. Ch. June 7, 2019).
The Delaware courts have long tried to balance the public’s right of access to information about judicial proceedings with the legitimate...more
Klein v. Wasserman, C. A. No. 2017-0643-KSJM (Del. Ch. May 29, 2019).
The typical claim for breach of fiduciary duty arises out of a single transaction or event, or several closely-related transactions or events. ...more
CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019).
Section 109 of the Delaware Limited Liability Company Act is an “implied consent” statute. It provides for personal jurisdiction in...more
Plaze, Inc. v. Callas, C.A. No. 2018-0721-TMR (Del. Ch. Feb. 28, 2019).
Delaware courts generally respect and enforce forum selection provisions in contracts. It is often disputed whether or not certain contracting parties...more
Otto Candies LLC v. KPMG LLP, C.A. No. 2018-0435-MTZ (Del. Ch. Feb. 28, 2019) (Zurn, V.C.).
This decision grants a motion to dismiss by accounting firm KPMG on jurisdictional and substantive grounds in litigation involving...more
Himawan v. Cephalon, Inc., C.A. No. 2018-075-SG (Del. Ch. Dec. 28, 2018).
Parties in M&A transactions commonly include efforts clauses, like the obligation to use best efforts, commercially reasonable efforts, etc., to...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
Mesirov v. Enbridge Energy Company, C.A. No. 11314-VCS (Del. Ch. Aug. 29, 2018) -
This is the latest decision in a long-running saga in the master limited partnership (MLP) context involving Enbridge Energy....more
Fortis Advisors LLC v. Stora Enso AB, C.A. No. 12291-VCS (Del. Ch. Aug. 10, 2018) -
Many merger agreements provide for additional payments after closing depending on the target’s performance....more
RCS Creditor Trust v. Schorsch, C.A. No. 2017-178-SG (Del. Ch. Apr. 5, 2018) -
This is an interesting decision for two reasons. First, it distinguishes between classic self-dealing claims and tag-along challenges to...more
Reid v. Siniscalchi, C.A. No. 2874-VCS (January 30, 2018) -
The facts underlying this summary judgment decision are rather remarkable. The case is long-pending, and involved years of jurisdictional discovery granted for...more
Chatham Asset Management LLC v. Papanier, C.A. No. 2017-0088-AGB (Dec. 22, 2017) -
It is often said that a mere prediction of some future event cannot be misleading because such predictions are speculations that cannot be...more
Gramercy Emerging Markets Fund v. Allied Irish Banks P.L.C., No. 49, 2017 (Oct. 27, 2017) -
Under the Cryo-Maid factors, a Delaware court may dismiss a suit on forum non conveniens grounds only after the defendant shows...more
The general rule is that personal jurisdiction based on a conspiracy theory cannot rely on allegations of an individual officer conspiring with his corporate employer. There is a possible exception, however, when the officer...more
Kahn v. Stern, C.A. No. 12498-VCG (Aug. 28, 2017) -
It is not easy to sufficiently plead a bad faith breach of fiduciary duty by a board in approving a merger when a majority of the directors were disinterested and...more
Buttonwood Tree Value Partners L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (July 24, 2017) -
This an interesting decision because it upholds a claim that the controllers of a Delaware corporation breached their...more
Sparton Corporation v. O’Neil, C.A. 12403-VCMR (August 9, 2017) -
This decision explains what needs to be alleged to state a fraud claim. ...more
This is an excellent review of when a signatory to a contract might be personally liable notwithstanding that he claims to have only signed in a representative capacity. Hint: contractual references to the signatory separate...more
When a derivative suit is dismissed for the failure to plead demand futility, does that also mean that any other pending derivative suit based on the same facts must be dismissed because the shareholders are precluded from...more
This is an important decision because it clarifies when a stockholder loses standing to bring a fiduciary duty case because he sold his stock. Briefly, breach of fiduciary duty claims may be direct (belonging to the...more
The issuance of additional stock in exchange for less than fair value typically is a harm falling on the company, and hence gives rise to a derivative claim. But, such a claim might be dual natured – partially direct and...more
Delaware recently amended Section 111 of the DGCL to confer jurisdiction on the Court of Chancery over certain actions arising out of asset sales. The intent was not to divest Superior Court of jurisdiction when the dispute...more
It may surprise many of us to know that a party who does not sign a general release may still be bound by its terms. Yet, that is what this decision holds under this case’s facts, which involved New York law and a release...more
Forum selection bylaws are a powerful tool for companies to avoid the burdens of multi-forum litigation. But those bylaws only cover the claims falling within their terms. Where, as here, the bylaw only covers fiduciary...more