Trascent Management Consulting LLC v. Bouri, C.A. 10915-VCMR (September 10, 2018) -
This is an interesting decision because it holds that an entity may bring a fraudulent inducement claim for statements made before it was...more
Full Value Partners L.P. v. Swiss Helvetia Fund Inc., C.A. No. 2017-0303-AGB (Del. Ch. June 7, 2018) -
A representative plaintiff who confers a non-monetary benefit on the represented class will be entitled to an award of...more
Composecure LLC v. Cardux LLC, C.A. 12524-VCL (February 1, 2018) -
Most of this decision deals with when a contract is void or voidable. If the signing is in violation of mandatory provisions in the entity’s governing...more
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
This decision explains how to obtain a release of advancement rights from a seller in an agreement to purchase his company. Here that effort failed. However, buyers will continue to not want to have to advance the sellers’...more
This decision addresses a fee-shifting provision in certain notes that would be triggered if any indebtedness evidenced by the notes was collected by legal action. In exchange for modifying the notes, the noteholders had...more
This case involves the overlap of an advancement dispute and the question of substantive arbitrability under Willie Gary. The two-part test of Willie Gary asks whether the parties (i) generally referred all disputes to...more
This is another instance of the Court of Chancery addressing the overlap of advancement and the question of substantive arbitrability under Willie Gary. Here, the Court explains that once Willie Gary’s two-part test is...more
Once the right to have fees advanced has been determined, the tricky issue is how to decide if the actual fees requested fall within the scope of the advancement rights. The Court of Chancery has adopted what is known as the...more
The Supreme Court affirmed perhaps the largest award of attorney fees as a sanction for bad conduct in Delaware’s history in this very unusual decision. It is a good summary of when a Court may depart from the “American...more
What will the Court of Chancery do when a Petitioner's attorney alters his records to increase the fees sought in an advancement or indemnification case? Here at least the Court disallows the altered fees, rather than barring...more
This decision explains the extent of an attorney fee lien in Delaware. The lien extends to the entire fee when the fee is based on hourly rates, regardless of whether all the time spent was necessary for the recovery....more
After the enactment of Section 109(b) of the Delaware General Corporation Law, one would have thought that fee-shifting bylaws were invalid. However, this decision deals with another attempt to shift fees, this time when a...more
Delaware strongly protects a party’s right to advancement of attorney’s fees. This decision holds that a claim of fraudulent inducement cannot be asserted as a defense in a contractual advancement case even when the fraud is...more
This decision holds that a general obligation to indemnify another party to a contract applies only to claims filed by a third party and not to claims between the parties to the contract itself. Hence, if you want to cover...more
Plaintiffs’ attorneys in representative litigation may obtain awards of fees and expenses when their efforts prove successful and provide benefits to the represented class. This decision explains how the Court of Chancery...more
This is a decision worth reading because it so well tells an interesting story. But its legal significance may well be that it holds a litigation funding firm is not entitled to an attorney fee award at least when it does not...more
When a derivative suit is settled in connection with a merger that cashed out minority stockholders, it makes sense to have the settlement proceeds go to those stockholders in proportion to their ownership....more
This detailed decision explains how to interpret multiple sources, such as bylaws and contracts, to determine any conditions to the right to have attorney fees advanced....more
An “attorney charging lien” allows an attorney to recover compensation for his services from a fund recovered with his assistance....more
In what is probably an unprecedented decision, the Court in this case awarded fees to an unsuccessful objector to a settlement of merger litigation. Note that the Court was very cautious in doing so and warns that this should...more
How long should competition in violation of an agreement be enjoined? Normally, that would depend on what the agreement says. But when that is not set out by the parties’ contract, this decision explains how to determine the...more
11/3/2015
/ Acquisitions ,
Attorney's Fees ,
Breach of Contract ,
Confidentiality Agreements ,
License Agreements ,
Manufacturers ,
Parent Corporation ,
Permanent Injunctions ,
Purchase Agreement ,
Software ,
Subsidiaries ,
Unfair Competition
In this unusual case, the Court of Chancery has reinstated a director who was tricked into resigning. The opinion has a good discussion of how directors may resign and when their resignation is not effective....more
Much has been written lately about why suits objecting to a merger are so bad. The complaint is that those suits lack any merit and are filed only to get a fee for the plaintiffs bar, after a quick settlement. As evidence of...more
Counsel in a case filed outside of Delaware claimed entitlement to a fee because the settlement conferred a corporate benefit. The Court denied the fee request because counsel was not able to show that the litigation it...more