Evans v. Avande, Inc. , C. A. No. 2018-0454-LWW (Del. Ch. Sept. 23, 2021) -
The departure of a company’s CEO was contentious. After his termination, the company filed an action in the Court of Chancery, alleging that the...more
Sycamore Partners Management, L.P. v. Endurance American Insurance Co., C.A. No. N18C-09-211 AML CCLD (Del. Super. Sept. 10, 2021) -
Prior to the closing of a leveraged buyout of a company (the “Merger”) whereby the...more
Manti Holdings, LLC, et al. v. Authentix Acquisition Co., Inc., No. 354, 2020 (Del. Sept. 13, 2021) -
This decision arose out of the acquisition of Authentix Acquisition Company, Inc. and a subsequent appraisal proceeding...more
In Re BGC Partners, Inc. Derivative Litigation, Consol. C.A. No. 2018-0722-LWW (Del. Ch. Sep. 20, 2021) -
A director protected by an exculpatory provision is entitled to dismissal in a breach of fiduciary duty action...more
Ligos v. Isramco, Inc., C.A. No. 2020-0435-SG (Del. Ch. Aug. 31, 2021) -
Under MFW, a conflicted controller transaction may get the benefit of business judgment review when conditioned on two procedural protections...more
Drachman v. BioDelivery Sciences International, Inc., C.A. No. 2019-0728-LWW (Del. Ch. Aug. 25, 2021) -
Drachman addresses the attorney-client privilege, certain exceptions thereto, including the Garner doctrine, and...more
The Harmon 1999 Descendants’ Trust v. CGH Investment Management, LLC, C.A. No. 2021-0407-KSJM (Sept. 21, 2021) -
Generally, absent unusual circumstances, claims for advancement will not be stayed or dismissed in favor of...more
Kihm v. Mott, C.A. No. 2020-0938-MTZ (Del. Ch. Aug. 31, 2021) -
Under the Corwin doctrine, a fully informed and uncoerced approval of a board decision by the corporation’s disinterested stockholders can downgrade an...more
Hawkins v. Daniel, C.A. No. 2021-0453-JTL (Del. Ch. Aug. 24, 2021) -
The Delaware courts utilize several doctrines to address motions to dismiss or stay in favor of related litigation, including McWane and Cryo-Maid, all...more
Online Healthnow, Inc. v. CIP OCL Investments, LLC, C.A. No. 2020-0654-JRS (Del. Ch. Aug. 12, 2021) -
Online Healthnow concerns “contractual fraud claims,” meaning a statement made in the agreement itself that is known to...more
In re Dissolution of Jeffco Management, LLC, C.A. No. 2018-0027-PAF (Del. Ch. Aug. 16, 2021) -
When the Court of Chancery appoints a receiver to effectuate a company’s dissolution, certain determinations are subject to de...more
Buttonwood Tree Value Partner, L.P. v. R.L. Polk & Co., Inc., et al., C.A. No. 9250-VCG (Del Ch. Jul. 30, 2021) -
With increasing frequency, the Court of Chancery is appointing Special Discovery Masters and Discovery...more
Stone & Paper Investors, LLC v. Blanch, C.A. No. 2018-0394-PAF (Del. Ch. July 30, 2021) -
This post-trial opinion involves a particularly egregious set of facts. Two LLC managers were accused of breaching their contractual...more
In Re Cadira Group Holdings, LLC Litigation, Consolidated C.A. No. 2018-0616-JRS (Del. Ch. July 12, 2021) -
The Delaware Limited Liability Company Act provides that “the fiduciary duties of a member, manager, or other...more
Houseman v. Sagerman, C.A. No. 8897-VCG (Del. Ch. July 20, 2021) -
A merger agreement between a subsidiary of Healthport Technologies, LLC and Universata, Inc., gave the owners of 72 percent of Universata’s stock (the...more
Bardy Diagnostics, Inc. v. Hill-Rom, Inc. C.A. No. 2021-0175-JRS (Del. Ch. Jul. 9, 2021) -
Bardy manufactures a patch that measures heart rate. Its reimbursement rate for the patch had for years been set around $365 per...more
Optimiscorp v. Atkins, C.A. No. 2020-0183-MTZ (Del. Ch. July 15, 2021) -
In Optimiscorp, the Court upheld claims against former directors and officers of plaintiff Optimiscorp arising out of the defendants’ failure to turn...more
Largo Legacy Group, LLC v. Evens Charles, C.A. No. 2020-0105-MTZ (Del. Ch. June 30, 2021) -
In this LLC dispute, an investor in a hotel development company alleged that the company principals breached the operating...more
Firststring Research, Inc. v. JSS Medical Research Inc., C.A. No. 2020-0332-KSJM (Del. Ch. May 28, 2021) -
Delaware has not merged its courts of law and equity, which may have implications for a litigant seeking a jury...more
GXP Capital, LLC v. Argonaut Manufacturing Services, Inc. et al., Nos. 247, 2020 and 248, 2020 (Del. May, 20, 2021) -
Delaware has three standards for forum non conveniens motions. The two more commonly addressed are...more
In re Pattern Energy Grp. Inc. Stockholders Litig., C.A. No. 2020-0357-MTZ (Del. Ch. May 6, 2021) -
This decision mostly denying a motion to dismiss examines several important issues in post-closing M&A fiduciary duty...more
Smith v. Scott, C.A. No. 2020-0263-JRS (Del. Ch. Apr. 23, 2021) -
The Delaware LLC Act provides that fiduciary duties may be expanded or limited by the provisions of an LLC agreement. If the agreement is silent, then...more
RCS Creditor Trust v. Schorsch et al., C.A. No: 2017-0178-SG (Del. Ch. Mar. 18, 2021) -
Controlling shareholders of a Delaware corporation owe fiduciaries duties, but those duties do not require controllers to sacrifice...more
SPay, Inc. v. Stack Media Inc. k/n/a JLC2011, Inc., et al., CA No. 2020-0540-JRS (Del. Ch. Mar. 23, 2021) -
To obtain a preliminary anti-suit injunction, a movant must show (1) a reasonable likelihood of success on the...more
Robinson v. Darbeau, C.A. No: 2019-0853-KSJM (Del. Ch. Mar. 1, 2021) -
As Robinson v. Darbeau demonstrates, Delaware law recognizes implied limited liability company agreements. Plaintiff operated a daycare as a sole...more