Delaware permits the elimination of fiduciary duties in limited liability company agreements. Notwithstanding, and just like in any other contract, parties to a limited liability company agreement are still subject to the…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
In re Oracle Corp. Deriv. Litig., C.A. No. 2017-0337 (Del. Jan. 21, 2025) -
The Supreme Court affirmed the Court of Chancery’s decision in favor of the defendants in a derivative suit challenging Oracle’s acquisition of…
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/ Business Organizations, Civil Procedure, Mergers & Acquisitions
LKQ Corp. v. Rutledge, C.A. No. 110, 2024 (Del. Dec. 18, 2024) -
In this en banc decision, the Delaware Supreme Court answered a certified question from the United States Court of Appeals for the Seventh Circuit concerning…
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/ Business Organizations, Commercial Law & Contracts, Labor & Employment Law
Salama v. Simon, C.A. No. 2024-1124-JTL (Del. Ch. Nov. 27, 2024) -
After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock required…
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/ Business Organizations
In the M&A context, the term “sandbagging” refers to one party asserting a claim based on a representation made in connection with the transaction despite knowing or having had reason to know pre-closing that the representation…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
Receiving a Letter of Intent or Indication of Interest (LOI) from a prospective buyer often brings a sense of excitement and validation for a business owner because it signals that all the hard work, sacrifices, and dedication…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
The legal landscape surrounding Depo-Provera, a long-acting injectable birth control, has entered a pivotal phase. With the growing number of lawsuits alleging that the drug caused serious brain tumors known as meningiomas, the…
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/ Civil Procedure, Health, Products Liability
Gentile v. Rossette, 906 A.2d 91, 100 (Del. 2006), held that dilution claims involving a controller can be both derivative and direct. In Gentile, the Delaware Supreme Court found that dilution claims, challenging a controller’s…
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/ Business Organizations, Mergers & Acquisitions
Kingfishers L.P. v. Finesse US, Inc., C.A. No. 2024-0344-SG (Del. Ch. Oct. 30, 2024) -
In this decision, the Court of Chancery held that the plaintiffs failed to state claims for fraud and equitable fraud, but pled…
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/ Civil Procedure, Commercial Law & Contracts
Losing a finger on the job is more than a painful injury—it’s a life-altering event that can disrupt your livelihood, limit your independence, and leave you facing a long and uncertain recovery. Whether caused by faulty…
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/ Labor & Employment Law, Personal Injury, Workers' Compensation
The Third Circuit recently clarified that the unsealing of confidential documents subject to protective order in bankruptcy cases is governed by § 107 of the Bankruptcy Code, rather than the common law…
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/ Antitrust & Trade Regulation, Bankruptcy
Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) -
The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote under…
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/ Business Organizations
Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. Mar. 24, 2025) -
A board of directors approved compensation packages for the company’s CEO, who also was its controlling stockholder. The CEO was a member of the…
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/ Business Organizations, Civil Procedure
In re Straight Path Commc’ns Inc. Consol. S’holder Litig., C.A. No. 2017-0486-SG (Del. Ch. Oct. 29, 2024) -
The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the…
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/ Business Organizations, Civil Remedies, Mergers & Acquisitions
Whether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it is…
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/ Business Organizations, Mergers & Acquisitions
