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Court Of Chancery Explains Inspection Rights Under An LLC Agreement

Aloha Power Company LLC v. Regenesis Power LLC, C.A. 12697-VCMR (Dec. 22, 2017) - This books and records decision addresses inspection rights granted under an LLC agreement. It also is useful as a reminder that a mere...more

Court Of Chancery Explains When A Prediction Is A Misleading Disclosure

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

Court Of Chancery Explains Caremark Claims

Oklahoma Firefighters Pension & Retirement System v. Corbett, C.A. 12151-VCG (December 18, 2017) - This decision is an exhaustive review of what constitutes a Caremark claim. It makes it clear that merely because the...more

Delaware Supreme Court Explains When Derivative Case May Be Dismissed

City of Birmingham Retirement and Relief System v. Good, No. 16, 2017 (December 15, 2017) - This decision explains again that actual or constructive knowledge of persistent corporate wrongdoing is needed before there is a...more

Delaware Supreme Court Clarifies Ratification Defense In Stock Option Cases

In re Investors Bancorp Inc. Stockholder Litigation, No. 169, 2017 (December 13, 2017) - There has been some uncertainly over the effect of stockholder approval of stock option plans for directors, such as does that...more

Delaware Supreme Court Stresses Value Of Deal Price In Appraisal Case

Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd., No. 565, 2016 (December 14, 2017) - In this much-anticipated decision, the Delaware Supreme Court stresses the importance of the deal price to the award in an...more

Court Of Chancery Expands MFW To Recapitalization

IRA Trust FBO Bobbie Ahmed v. Crane, C.A.. 12742-CB (December 11, 2017) - This is an important decision because it extends the holding of MFW to a stock reclassification. Under the 6-part test of MFW, the business judgment...more

Court Of Chancery Enforces Oral Agreement To Add Directors

Sarissa Capital Domestic Fund LP v. Innoviva Inc., C.A. 2017-0309-JRS (December 8, 2017) - This is a great explanation of when a director is authorized to enter into an oral agreement that is enforceable, here to add two...more

Court Of Chancery Explains Conspiracy Jurisdiction

Perry v. Neupert, C.A. 2017-0290-VCL (December 6, 2017) - The conspiracy theory of jurisdiction developed in the Istituto Bancario decision is often misunderstood, for good reasons....more

Court Of Chancery Applies Limitations Outside Of Arbitration

HBMA Holdings LLC v. LSF9 Stardust Holdings LLC, C.A. 12806-VCMR (December 8, 2017) - This decision illustrates the dangers of not following the limited contractual time to file a dispute and instead relying on an...more

Court Of Chancery Denies Receivership Petition For Failure To Prove Insolvency

In re: Geneius Biotechnology Inc., C.A. 2017-0297-TMR (December 8, 2017) - This decision explains what is needed to prove a corporation is insolvent so that a receiver should be appointed for it....more

Court Of Chancery Explains Basis For Inspection Of Alleged Wrongdoing

Silverberg v. ATC Healthcare Inc., C.A. 2017-0242-JRS (December 5, 2017) - While the standard to win the right to inspect corporate records to investigate alleged wrongdoing is a lenient one, it is still not enough to just...more

Superior Court Explains When Fraud Claims May be Brought

Novipax Holdings LLC v. Sealed Air Corporation, No. N17C-03-1682 (November 28, 2017) - This is an interesting decision because it explains: (1) when a fraud claim may be brought despite anti-reliance provisions in a...more

Superior Court Rules When Fees Recoverable

Clean Harbors Inc. v. Union Pacific Corporation, No. N15C-07-081 MMJ CCLD (Nov. 15, 2017) - When an obligation to indemnify includes the fees incurred in the underlying litigation is a surprisingly frequent question....more

Superior Court Explains How To Prove Fees

The Boeing Company v. Spirit Aerosystems Inc., No. N14C-12-055 EMD CCLD (Dec. 5, 2017) - This decision explains the process and proof required to establish the amount of a fees award....more

Court Of Chancery Determines When A Proxy Is Irrevocable And When It Has Jurisdiction To Decide Equitable Ownership In A Section...

Zohar II 2005-1 Limited v. FSAR Holdings Inc., C.A. No. 12946-VCS (Nov. 30, 2017) - This is an important decision for two reasons. First, it determines when a proxy is irrevocable under Delaware law. To be irrevocable...more

Court Of Chancery Applies Corwin And Test For Control

Peter Van Der Fluit v. Yates, C.A. No. 12553-VCMR (Nov. 30, 2017) - Briefly, under Corwin, the informed vote of a majority of the disinterested stockholders subjects a transaction to the business judgment rule when the...more

Be Careful What You Ask For in a Section 225 Case

Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation. Section 225 of the Delaware General Corporation Law provides that the Delaware Court of...more

Court Of Chancery Rejects Attorney-Driven Books And Records Demand

Wilkinson v. A. Schulman, Inc., C.A. No. 2017-0138-VCL (Nov. 13, 2017) - This decision has potential far-reaching consequences for shareholder-plaintiff litigation. As is well known, some entrepreneurial plaintiff-side...more

Court Of Chancery Explains Limitations Period In Equity

Bioveris Corporation v. Meso Scale Diagnostics, C.A. No. 8692-VCMR (Nov. 2, 2017) - Some assume that a statute of limitations will not apply in the Court of Chancery. But as this decision illustrates, that is an...more

Court Of Chancery Issues A Definitive Opinion on Aronson

Lenois v. Lawal, C.A. No. 11963-VCMR (Nov. 7, 2017) - This case illustrates the power of well-functioning special committee to diffuse the potentially corruptive influence of a self-interested controller on a transaction....more

Court Of Chancery Favors Plain Language In Earn-Out Dispute And Declines To Imply Contractual Terms

Greenstar IH Rep. LLC v. Tutor Perini Corporation, C.A. No. 12885-VCS (Oct. 31, 2017) - With every contract under Delaware law comes the obligation to not act so as to deprive the counter party of the benefit of its...more

Court Of Chancery Enforces Arbitration Clause Despite Designated Arbitrator’s Unavailability

In re Good Technology Corporation Stockholder Litigation, C.A. No. 11580-VCL (Oct. 27, 2017) - This decision resolves a unique dilemma: what to do when the contracting parties agree to an arbitration clause designating a...more

Delaware Supreme Court Sets A New Standard And Clarifies The Spectrum Of Forum Non Conveniens Standards

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

Superior Court Sets Out Rules For Class Certification

Wilmington Pain & Rehabilitation Center P.A. v. USAA General Indemnity Insurance Co., No. N15C-06-218 JRJ CCLD (October 17, 2017) - This is an important decision became it sets out the most recent rules for determining...more

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