Otto Candies, LLC v. KPMG, LLP, C.A. No. 2018-0435-MTZ (Del. Ch. Aug. 21, 2020) -
The Court of Chancery dismissed a complaint filed by creditors and former business affiliates of a defunct Latin American offshore oil...more
Sustainability Partners LLC, v. Jacobs, C.A. No. 2019-0742-SG (Del. Ch. June 11, 2020) -
In this action involving “an unusual issue of personal jurisdiction,” plaintiff Sustainability Partners LLC (“SP” or the “Company”)...more
EnVen Energy Corp. v. Dunwoody, C.A. No. 2019-0579-KSJM (Del. Ch. May 28, 2020) -
This case illustrates Delaware’s approach in interpreting contractual forum selection provisions and in considering whether to stay a...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
Paraflon Investments, Ltd. v. Linkable Networks, Inc., C.A. No. 2017-0611-JRS (Del. Ch. Apr. 3, 2020).
Sometimes it bears repeating that Section 220 actions are intended to be summary proceedings to evaluate a...more
CHC Investments, LLC v. FirstSun Capital Bancorp, C.A. No. 2018-0353-KSJM, (Del. Ch. Mar. 23, 2020).
On a motion to dismiss plaintiff’s claims for fraud, the Delaware Court of Chancery applied Delaware’s three-year...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
The Court of Chancery’s recent decision in Salladay v. Lev, 2020 WL 954032 (Del. Ch. Feb. 27, 2020) denied the director-defendants’ attempt to invoke procedural safeguards – a special committee and independent stockholder...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
Chatham Asset Mgmt., LLC v. Papanier, C.A. No. 2017-0088-AGB (Del. Ch. Jan. 13, 2020).
The directors of a Delaware corporation that makes a self-tender offer must disclose all material facts. A fact is material if there is...more
BTIG, LLC v. Palantir Technologies, Inc., C.A. No. N19C-08-314 EMD CCLD (Del. Sup. Ct. Jan. 3, 2020).
In this decision denying a motion to dismiss, the Superior Court’s Complex Commercial Litigation Division found that the...more
Neurvana Medical, LLC v. Balt USA, LLC, C.A. No. 2019-0034-KSJM (Del. Ch. Sep. 18, 2019), reargument denied (Oct. 10, 2019).
In Neurvana Medical, LLC v. Balt USA, LLC, the Court of Chancery declined to exercise personal...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
Clark v. Davenport, C.A. No. 2017-0839-JTL (Del. Ch. July 18, 2019).
This opinion decides a motion to dismiss fraud and related tort claims arising out of various investments against a former director and CEO and an...more
Irving Firemen’s Relief and Ret. Fund v. Page, C.A. No. 2019-0355-SG (Del. Ch. Jul. 1, 2019).
Delaware courts typically apply the McWane first-filed doctrine to stay a later-filed Delaware case in favor of a case already...more
Brown v. Rite Aid Corporation, C.A. No. 2017-0480-MTZ (Del. Ch. May 24, 2019).
Even when an indemnitee takes a circuitous path to victory, the indemnitee is entitled to indemnification under 8 Del. C. § 145(c) for...more
Otto Candies, LLC v. KPMG, LLP, C.A. No. 2018-0435-MTZ (Del. Ch. Apr. 25, 2019) -
Rule 15(aaa), a rule unique to the Court of Chancery, requires plaintiffs faced with a motion to dismiss for failure to state a claim to...more
CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019).
Section 109 of the Delaware Limited Liability Company Act is an “implied consent” statute. It provides for personal jurisdiction in...more
Affy Tapple, LLC v. ShopVisible, LLC, C.A. No. N18C-07-216 (MMJ) (CCLD) (Del. Super Mar. 7, 2019).
In agreements governed by Delaware law, a standard integration or merger clause will not bar claims for misrepresentations...more
Plaze, Inc. v. Callas, C.A. No. 2018-0721-TMR (Del. Ch. Feb. 28, 2019).
Delaware courts generally respect and enforce forum selection provisions in contracts. It is often disputed whether or not certain contracting parties...more
Otto Candies LLC v. KPMG LLP, C.A. No. 2018-0435-MTZ (Del. Ch. Feb. 28, 2019) (Zurn, V.C.).
This decision grants a motion to dismiss by accounting firm KPMG on jurisdictional and substantive grounds in litigation involving...more
State of Delaware ex rel. Jennings v. Purdue Pharma L.P., et al., C.A. No. N18C-01-223 MMJ CCLD (Del. Super. Feb. 4, 2019).
In January 2018, Delaware’s Attorney General filed an action against certain opioid makers and...more
2/14/2019
/ Consumer Fraud ,
CVS ,
Distributors ,
Food and Drug Administration (FDA) ,
Manufacturers ,
Motion to Dismiss ,
Negligence ,
Opioid ,
Pharmaceutical Industry ,
Prescription Drugs ,
Unjust Enrichment
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