iBio v. Fraunhoffer Gesellschaft, C.A. No. 2017-0790-TMR (Del. Ch. Dec. 10, 2018) -
This decision has two helpful analyses. First, it addresses the conspiracy theory of jurisdiction under the well-known Instituto Bancario...more
Lendus, LLC v. Goede, C.A. No. 2018-0233-SG (Del. Ch. Dec. 10, 2018) -
The Court of Chancery respects zealous advocacy, but demands professionalism and degrees of civility, among counsel and the parties....more
Creel v. Ecolab Inc., C.A. 12917-VCMR (October 31, 2018) -
This decision resolves indemnification issues that regularly arise. First, when there are two possible indemnitors and one pays up, may the indemnitee still seek...more
Huntsman International LLC v. Dow Chemical Co., C.A. No. N17C-11-242-WCC-CCLD (Del. Super. Oct. 3, 2018) -
In this decision by the Complex Commercial Litigation Division, the Court held, for the first time, that under 6...more
Cedarview Opportunities Master Fund L.P. v. Spanish Broadcasting System Inc. C.A. 2017-0785-AGB (August 27, 2018) -
How to interpret the provisions of preferred stock is often a difficult task. Any preference must be...more
In Re: TALC Product Liability Litigation, C.A. N17C-03-054 TAL (September 10, 2018) -
This is an important decision that applies recent United States Supreme Court jurisdiction cases to a non-resident’s Delaware complaint....more
Mesirov v. Enbridge Energy Company, C.A. No. 11314-VCS (Del. Ch. Aug. 29, 2018) -
This is the latest decision in a long-running saga in the master limited partnership (MLP) context involving Enbridge Energy....more
The State of Delaware v. Card Complaint LLC, C.A. N13C-06-289 PRW CCLD (August 29, 2018)-
This is an excellent summary of the law governing the admissibility of an expert opinion....more
Ethica Corporate Finance S.r.L. v. Dana Incorporated, C.A. No. N17C-10-145 EMD CCLD (August 16, 2018)
Under the Cryo-Maid decision, a forum non conveniens motion must consider the impact on a defendant forced to litigate...more
Fortis Advisors LLC v. Stora Enso AB, C.A. No. 12291-VCS (Del. Ch. Aug. 10, 2018) -
Many merger agreements provide for additional payments after closing depending on the target’s performance....more
Askari v. Pharmacy Corporation of America, C.A. 16-1123-RGA (D. Del. August 8, 2018) -
It is not always clear when two agreements are to be read as one. This is because incorporating one agreement into a second agreement...more
Hiller & Associates LLC v. Garden Fresh Restaurants LLC, C.A. 18-152-VAC-MPT (D. Del. August 9, 2018) -
This is an interesting decision because it dismisses a counterclaim that is contradicted by the claimant’s answer to...more
Lincoln Benefit Life Company v. Wilmington Trust N.A., C.A. N18C-01-082 EMD CCLD (July 31, 2018) -
This decision has an extensive discussion of when a Delaware court will stay a matter in favor of litigation in another...more
Flowshare, LLC v. Georesults Inc., C.A. N17C-07-227 EMD CCLD (July 25, 2018) -
This decision explains when a fraud claim survives a motion to dismiss that is based on the argument that an integration clause in a contract...more
World Class Wholesale LLC v. Star Industries Inc., C.A. N17C-05-093 MMJ (May 22,2018) -
This decision explains that when a contract may be validly terminated in less than a year the statute of frauds does not apply....more
Change Capital Partners Fund I, LLC v. Volt Electrical Systems LLC, C.A. N17C-05-290 RNC (April 3, 2018) -
This decision holds that a contractual provision adopting Delaware law will generally be upheld. ...more
Lincoln Benefit Life Company v. Wilmington Trust N.A., C.A. N17C-08-301 ALR (April 5, 2018) -
This decision holds that a case will not be dismissed on forum grounds just because it involves the interpretation of another...more
RCS Creditor Trust v. Schorsch, C.A. No. 2017-178-SG (Del. Ch. Apr. 5, 2018) -
This is an interesting decision for two reasons. First, it distinguishes between classic self-dealing claims and tag-along challenges to...more
Reid v. Siniscalchi, C.A. No. 2874-VCS (January 30, 2018) -
The facts underlying this summary judgment decision are rather remarkable. The case is long-pending, and involved years of jurisdictional discovery granted for...more
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
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
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
The general rule is that personal jurisdiction based on a conspiracy theory cannot rely on allegations of an individual officer conspiring with his corporate employer. There is a possible exception, however, when the officer...more
Kahn v. Stern, C.A. No. 12498-VCG (Aug. 28, 2017) -
It is not easy to sufficiently plead a bad faith breach of fiduciary duty by a board in approving a merger when a majority of the directors were disinterested and...more
Buttonwood Tree Value Partners L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (July 24, 2017) -
This an interesting decision because it upholds a claim that the controllers of a Delaware corporation breached their...more