GXP Capital, LLC v. Argonaut Mfg. Servs., Inc., C.A. No. N18C-07-267 PRW CCLD (Del. Super. May 4, 2020) -
When evaluating a forum non conveniens challenge, Delaware has a seldom used, intermediate framework of review....more
Midcap Funding X Trust v. Graebel Companies, Inc., C.A. No. 2018-0312-MTZ (Del. Ch. Apr. 30, 2020) -
The Court of Chancery found on a motion to dismiss that the plaintiffs’ allegations regarding misrepresentations in...more
Maverick Therapeutics Inc. v. Harpoon Therapeutics, Inc., C.A. No. 2019-0002-SG (Del. Ch. Apr. 3, 2020).
In this post-trial opinion, the Court of Chancery found that Harpoon Therapeutics, Inc., (“Harpoon”), a Delaware...more
Walsh v. White House Post Productions, LLC, C.A. No. 2019-0419-KSJM (Del. Ch. Mar. 25, 2020).
Parties to LLC agreements often provide for buyout provisions upon specified events, such as when a member ceases to be an...more
Cont’l Fin. Co., LLC, v. ICS Corp., C.A. No. N19C-07-184 AML (Del. Super. Feb. 20, 2020).
This case represents another example of the application of the “bootstrap doctrine” to define the limits of a contract party’s...more
In re CVR Refining, LP Unitholder Litig., Consol. C.A. No. 2019-0062-KSJM (Del. Ch. Jan. 31, 2020).
The Court of Chancery declined at the pleadings stage to dismiss claims for breach of a governing limited partnership...more
Lyons Ins. Agency, Inc. v. Wark, C.A. No. 2017-0348-SG (Del. Ch. Jan. 28, 2020).
In this decision on cross-motions for summary judgment, the Delaware Court of Chancery held that a liquidated damages clause for a breach of...more
Julius v. Accurus Aerospace Corp., C.A. No. 2017-0632-MTZ (Del. Ch. Oct. 31, 2019).
This case serves as a cautionary tale when sellers’ representations in a purchase agreement fail to fully protect against the business...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
Athene Life and Annuity Co. v. Am. Gen. Life Ins. Co., C.A. No. 2018-0244-SG (Del. Ch. July 31, 2019).
The Court of Chancery is a court of limited jurisdiction. It maintains subject matter jurisdiction only for (i)...more
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
Dolan v. Altice USA, Inc., C.A. No. 2018-0651-JRS (Del. Ch. Jun. 27, 2019).
The founders of Cablevision Systems Corp., the Dolan family, in connection with a $17.7 billion acquisition of that entity by Altice Europe N.V....more
Ark. Teacher Ret. Sys. v. Alon USA Energy, Inc., C.A. No. 2017-0453-KSJM (Del. Ch. Jun. 28, 2019).
Section 203 of the Delaware General Corporation Law, an anti-takeover statute, prohibits a target from entering into a...more
In re: Shorenstein Hays-Nederlander Theatres LLC Appeals, Consol. C.A. Nos. 596, 2018 and 620, 2018 (Del. Jun. 20, 2019).
“Depositions are court proceedings, and counsel defending the deposition have an obligation to...more
Ephrat v. medCPU, Inc., C.A. No. 2018-0852-MTZ (Del. Ch. Jun. 26, 2019).
Former directors and officers may be entitled to advancement for post-separation conduct if that conduct is "by reason of the fact" of the directors'...more
Sunline Commercial Carriers, Inc. v. CITGO Petroleum Corp., No. 185,2018 (Del. Mar. 7, 2019).
The parties disputed the termination date of two related agreements through which CITGO agreed to ship oil using the plaintiff...more
Glidepath Ltd. v. Beumer Corp., C.A. No. 12220-VCL (Del. Ch. Feb. 21, 2019).
Contingent payments based on an acquired business’s future performance are a frequent feature in M&A transactions. In this case, after selling...more
Himawan v. Cephalon, Inc., C.A. No. 2018-075-SG (Del. Ch. Dec. 28, 2018).
Parties in M&A transactions commonly include efforts clauses, like the obligation to use best efforts, commercially reasonable efforts, etc., to...more