The derivative suit concept so familiar in the corporate context has been grafted onto the limited liability form. The contractual nature of limited liability companies and their often closely-held membership can pose...more
In a recent post-trial decision the Delaware Court of Chancery upheld a stockholder challenge to a “poison pill” rights plan adopted by The Williams Companies’ board of directors, declaring the plan unenforceable and issuing...more
XL Ins. Am., Inc., et al. v. Noranda Aluminum Holding Corp., No. 444, 2019 (Del. Oct. 2, 2020) -
An aluminum manufacturer (the “Insured”) decided not to rebuild and resume operations at its facility following two...more
Agspring Holdco, LLC v. NGP X US Holdings, L.P., C.A. No. 2019-0567-AGB (Del. Ch. July 30, 2020) -
This opinion concerns a buyer’s attempt to plead fraud in connection the acquisition of a business. The Court denied in the...more
Woods v. Sahara Enterprises, Inc., C.A. No. 2020-0153-JTL (Del. Ch. July 22, 2020) -
This decision concerning statutory inspection rights under Section 220 of the Delaware General Corporation Law clarifies the requirements...more
The Court of Chancery’s latest decision in the Manti Holdings, LLC, et al. v. Authentix Acquisition Company, Inc., C.A. No. 2017-0887-SG (Del. Ch. 8/11/20) stockholder appraisal litigation provides additional clarity about...more
Braga Investment & Advisory, LLC v. Yenni Income Opportunities Fund I, L.P., C.A. No. 2017-0393-AGB (Del. Ch. June 8, 2020) -
In this post-trial opinion, the Court of Chancery held in favor of defendant Yenni Income...more
Sustainability Partners LLC, v. Jacobs, C.A. No. 2019-0742-SG (Del. Ch. June 11, 2020) -
In this action involving “an unusual issue of personal jurisdiction,” plaintiff Sustainability Partners LLC (“SP” or the “Company”)...more
Day v. Diligence, Inc., C.A. No. 2020-0076-SG (Del. Ch. May 7, 2020) -
By letter ruling, the Court of Chancery held that plaintiff, a director and former officer of the entity defendant, (“Plaintiff”), was entitled to the...more
Elburn v. Albanese, C.A. No. 2019-0774-JRS (Del. Ch. Apr. 21, 2020) -
Finding that the stockholder plaintiff (the “Plaintiff”) had satisfied the Rule 23.1 “with particularity” pleading standard, the Court of Chancery...more
Buckley Family Trust v. McCleary, C.A. No. 2018-0903-AGB (Del. Ch. Mar. 31, 2020).
This case involved a minority stockholder in a Subchapter S corporation seeking relief as a result of its dissatisfaction with management’s...more
CHC Investments, LLC v. FirstSun Capital Bancorp, C.A. No. 2018-0353-KSJM, (Del. Ch. Mar. 23, 2020).
On a motion to dismiss plaintiff’s claims for fraud, the Delaware Court of Chancery applied Delaware’s three-year...more
Cont’l Fin. Co., LLC, v. ICS Corp., C.A. No. N19C-07-184 AML (Del. Super. Feb. 20, 2020).
This case represents another example of the application of the “bootstrap doctrine” to define the limits of a contract party’s...more
In re CVR Refining, LP Unitholder Litig., Consol. C.A. No. 2019-0062-KSJM (Del. Ch. Jan. 31, 2020).
The Court of Chancery declined at the pleadings stage to dismiss claims for breach of a governing limited partnership...more
Lyons Ins. Agency, Inc. v. Wark, C.A. No. 2017-0348-SG (Del. Ch. Jan. 28, 2020).
In this decision on cross-motions for summary judgment, the Delaware Court of Chancery held that a liquidated damages clause for a breach of...more
Blackrock Credit Allocation Income Tr., et al. v. Saba Capital Master Fund, Ltd., No. 297, 2019 (Del. Jan. 13, 2020).
The Delaware Supreme Court reversed the Court of Chancery’s decision requiring two closed-end trusts...more
Stanco v. Rallye Motors Holding, LLC, C.A. No. 2019-0751-SG (Del. Ch. Dec. 23, 2019).
Delaware courts generally respect contractual forum selection provisions. When it comes to Delaware LLCs, however, the Delaware statute...more
Julius v. Accurus Aerospace Corp., C.A. No. 2017-0632-MTZ (Del. Ch. Oct. 31, 2019).
This case serves as a cautionary tale when sellers’ representations in a purchase agreement fail to fully protect against the business...more
DRIT LP v. Glaxo Grp. Ltd., C.A. No. N16C-07-218 WCC CCLD (Del. Super. Oct. 17, 2019).
This decision demonstrates the rare case where a breach of the implied covenant of good faith and fair dealing survived a legal...more
Morris v. Spectra Energy P’tners (DE) GP, LP, C.A. No. 2019-0097-SG (Del. Ch. Sept. 30, 2019).
When a stockholder derivative claim is extinguished in a merger, the former derivative plaintiff may have standing to contest...more
Dunn v. Fastmed Urgent Care, C. A. No. 2018-0934 MTZ (Aug. 30, 2019).
This case arises out of a physician’s sale of his limited liability company interest, and his subsequent attempts to enforce oral promises outside of –...more
Gilmore v. Turvo, Inc., C.A. No. 2019-0472-JRS (Del. Ch. Aug. 19, 2019).
As several Delaware decisions teach, each director, as a member of the larger deliberative body that is the board, has a fundamental right to access...more
Athene Life and Annuity Co. v. Am. Gen. Life Ins. Co., C.A. No. 2018-0244-SG (Del. Ch. July 31, 2019).
The Court of Chancery is a court of limited jurisdiction. It maintains subject matter jurisdiction only for (i)...more
Pfizer Inc. v. Arch Insurance Co., C.A. No. N18C-01-310 PRW CCLD (Del. Super. July 23, 2019).
This case from the Delaware Superior Court discusses important D&O coverage exclusion issues that frequently arise during...more
An “allegation that a transaction involves a controlling stockholder who stands on both sides is a serious one because it imposes fiduciary duties on the controlling stockholder and potentially strips directors of the...more