Genuine Parts Company v. Essendant Inc., C.A. No. 2018-0730-JRS (Del. Ch. Sept. 9, 2019).
Termination fee provisions are commonplace buy-side protection in M&A transactions intended to recoup a failed prospective...more
Urdan v. WR Capital Partners, LLC, C.A. No. 2018-0343-JTL (Del. Ch. Aug. 19, 2019).
It is well-settled Delaware law that the right to bring a derivative claim in the corporation’s name or a direct claim in the individual...more
Brightstar Corp. v. PCS Wireless, LLC, C.A. No. N18C-10-250 PRW CCLD (Del. Super. Ct. Aug. 7, 2019).
Brightstar and PCS, two competitors that distribute new and pre-owned mobile devices, entered into a buy/sell agreement...more
9/4/2019
/ Breach of Contract ,
Breach of Implied Contract ,
Buy-Sell Agreements ,
Counterclaims ,
Covenant of Good Faith and Fair Dealing ,
Fraud ,
Implied Covenants ,
Mergers ,
Motion to Dismiss ,
Pleading Standards ,
Trade Secrets
Western Standard, LLC v. SourceHOV Holdings, Inc., C.A. No. 2018-0280-JRS (Del. Ch. July 24, 2019).
Defendant Pangea acquired BancTec through a merger agreement that provided for an earn-out to former BancTec stockholders...more
Rojas v. Ellison, C.A. No. 2018-0755-AGB (Del. Ch. July 29, 2019).
As this Court of Chancery decision explains, the Delaware standard for imposing oversight liability on a board of directors under a Caremark theory is...more
Absalom Absalom Trust v. Saint Gervais LLC, C.A. No. 2018-0452-TMR (Del. Ch. June 27, 2019).
Plaintiff was assigned a membership interest in the defendant, a Delaware limited liability company, and sought to exercise books...more
Chester Cty. Emps.’ Ret. Fund v. KCG Holdings, Inc., C.A. No. 2017-0421-KSJM (Del. Ch. June 21, 2019).
Under Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), Delaware courts generally will dismiss...more
The Chemours Co. v. DowDupont Inc., C.A. No. 2019-0351-SG (Del. Ch. June 7, 2019).
The Delaware courts have long tried to balance the public’s right of access to information about judicial proceedings with the legitimate...more
Acela Investments LLC v. DiFalco, C.A. No. 2018-0558-AGB (Del. Ch. May 17, 2019).
Because LLCs are “creatures of contract” and the policy of the Delaware Limited Liability Company Act is to give maximum effect to the...more
Arch Insurance Co. v. Murdock, C.A. No. N16C-01-104 (EMD) (CCLD) (Del. Super. May 1, 2019).
In this matter between Dole Food Company and its Insurers, Dole sought coverage under their D&O policies for two underlying cases...more
Bobcat North America, LLC v. Inland Waste Holdings, LLC, C.A. No. N17C-06-170 (PRW) (CCLD) (Del. Super. Apr. 26, 2019).
Under Delaware law, contract defenses can apply to a declaratory judgment action when the action is...more
The state of Delaware recently enacted amendments to the Delaware Limited Liability Company Act (the Act), most of which will become effect August 1, 2018, in three primary ways. These amendments introduce the concepts of (i)...more
The 2018 legislative updates to the Delaware Statutory Trust Act (DSTA), which became effective August 1, 2018, provide for the use of so-called blockchain technology and clarify the rights, duties and liabilities of trustees...more
On April 6, the Delaware Corporation Law Section of the Delaware Bar Association proposed some major and minor amendments to the Delaware Limited Liability Company Act. If introduced in and approved by the Delaware General...more
While Delaware is nationally known as the preferred jurisdiction for corporations, it is likewise recognized as a leader in the area of statutory trusts. The State of Delaware, in 1988, adopted the Delaware Business Trust...more
Business trusts have been recognized by the Delaware common law since 1947, however, there was no express statutory recognition of the business trust in Delaware until the passage of the Delaware Statutory Trust Act...more
Over the past 10-20 years, a large number of secured equipment finance and asset securitization transactions have been structured using either a Delaware Statutory Trust (a “DST”) created pursuant to the Delaware Statutory...more
1/28/2015
/ Asset-Backed Securities ,
Commercial Bankruptcy ,
Default ,
Delaware Limited Liability Company Act ,
Delaware Statutory Trust Act ,
Heavy Equipment ,
Moody's ,
Rating Agencies ,
Risk Assessment ,
Special Purpose Entities ,
Structured Financial Products
It’s well known that Delaware is one of the most popular jurisdictions to form a new business, whether large or small. Delaware is the leading jurisdiction for publicly traded corporations listed on U.S. stock exchanges. But...more
Delaware’s reputation as the premier jurisdiction for corporate entities is well known. In recent years, however, Delaware has also emerged as a leader in providing cutting-edge alternatives to the traditional corporate form....more
The use of traditional leveraged lease transactions for the financing of commercial aircraft has dropped dramatically in the last 5 to 10 years. Due to changes in economic conditions, tax laws, and accounting procedures,...more