Dieckman v. Regency GP LP, C.A. 11130-CB (March 29, 2016) -
This is an interesting decision in the master limited partnership context because it shows how far a limited liability agreement may go to limit member rights...more
This is an interesting decision because it applies the demand rules in a derivative case to an odd situation — when some but not all of the board members have changed between when the challenged conduct occurred and when the...more
A party to a contract may try to limit any future claims of fraudulent inducement by providing an anti-reliance clause in its contracts. As this decision explains, such clauses need to be carefully drafted and particularly...more
Whether a claim is direct or derivative often determines if it will survive a motion to dismiss. Who would get the benefit of a recovery is one test applied to make that decision. But in the context of a partnership, that...more
This decision applies Delaware’s forum non conveniens law to a suit against a Delaware corporation arising out of events in India. The analysis is helpful for other cases because it deals with all the various factors to be...more
ESG Capital Partners II L.P. v. Passport Special Opportunities Master Fund L.P, C.A. 11053-VCL (December 16, 2015)
This is an interesting decision for 2 reasons. First, the Court explains what might have seemed obvious...more
This is an interesting decision for its discussion on what must be pled to obtain Chancery jurisdiction in a claim seeking to pierce the corporate veil. It is not enough to just allege the entity was used to defraud. Rather,...more
11/3/2015
/ Amended Complaints ,
Breach of Contract ,
Construction Contracts ,
Corporate Veil ,
Dismissal With Prejudice ,
Failure To State A Claim ,
Federal Rule 12(b)(6) ,
Fiduciary Duty ,
Fraud ,
Misrepresentation ,
Motion to Dismiss ,
Pleadings ,
Subject Matter Jurisdiction
In this unusual factual circumstance, the Court denied a motion to dismiss a claim against an investment banker for aiding and abetting a board’s alleged breach of its duty to act with care. Note that the board itself was...more
It is settled law that a cause of action accrues when the wrong is committed, not when its effects continue to be felt in the future. But as this decision makes clear, that is not always the case. When additional wrongdoing...more
Akzo Nobel Coatings Inc. v. The Dow Chemical Company, C.A. No. 8666-VCP (June 5, 2015)
This is yet another decision declining to uphold a claim based on the covenant to deal in good faith and fairly....more