This past term, the U.S. Supreme Court decided two matters in which it unequivocally held that state courts’ ability to assert personal jurisdiction over out-of-state defendants is limited under both general and specific...more
In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery[1] and held that the common unitholder plaintiff’s complaint properly stated a claim...more
2/17/2017
/ Breach of Contract ,
Conflicts Committee ,
Conflicts of Interest ,
Contract Terms ,
Covenant of Good Faith and Fair Dealing ,
DE Supreme Court ,
Fiduciary Duty ,
Master Limited Partnerships ,
Mergers ,
MLPs ,
Pleading Standards ,
Reversal ,
Safe Harbors ,
Shareholder Approval ,
Waivers
Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more
1/23/2017
/ Acquisitions ,
Advancement ,
Anti-Reliance Clauses ,
Appraisal ,
Bad Faith ,
Board of Directors ,
Business Valuations ,
Buyers ,
Commercial Bankruptcy ,
Contract Terms ,
Corporate Dissolution ,
Corporate Officers ,
Credibility ,
DE Supreme Court ,
Delaware General Corporation Law ,
Delaware Limited Liability Company Act ,
Delegation Doctrine ,
Demand Futility ,
Derivative Suit ,
Directors ,
Disclaimers ,
Duty of Loyalty ,
Entire Fairness Standard ,
Fiduciary Duty ,
Independent Audits ,
Inherent Authority ,
LLC Agreements ,
Mergers ,
Pleadings ,
Public Policy ,
Reaffirmation ,
Sellers ,
Stock Prices ,
Valuation ,
Witness Statements
In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more
11/11/2016
/ Acquisitions ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Corporate Dissolution ,
Fiduciary Duty ,
Mergers ,
Revlon ,
Right of First Refusal ,
Sale of Assets ,
Shareholder Approval ,
Shareholders' Agreements
In the event that you missed it, on June 16, 2016, Delaware Governor Jack Markell signed House Bill 371 into law, thereby amending the Delaware General Corporation Law (the “DGCL”) in numerous significant respects. Also, on...more
8/4/2016
/ Amended Legislation ,
Appraisal Rights ,
Assignments ,
Delaware General Corporation Law ,
Delaware Limited Liability Company Act ,
Jurisdiction ,
Mergers ,
Quorum ,
Stock Sale Agreements ,
Stocks ,
Voting Requirements
In a recent decision out of the Delaware Court of Chancery – Friedman v. Maffei et al., C.A. No. 111105-VCMR – the court’s second-newest member, Vice Chancellor Montgomery-Reeves, dismissed a proposed derivative complaint on...more
5/6/2016
/ Board of Directors ,
Breach of Duty ,
Change in Control ,
Demand Futility ,
Derivative Suit ,
Expedia ,
Fiduciary Duty ,
Qualified Restricted Stock Units (RSUs) ,
Shareholder Demands ,
Shareholder Litigation ,
TripAdvisor ,
Vesting
In a recent Delaware Court of Chancery case - Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG - Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery took on a “familiar” issue with a “twist”:...more
4/21/2016
/ Advancement ,
Counterclaims ,
Delaware General Corporation Law ,
Former Directors ,
Forum Selection ,
Indemnification ,
Limited Liability Company (LLC) ,
Litigation Fees & Costs ,
Merger Agreements ,
Nexus ,
Target Company