Delaware Court of Chancery Recites Standards Applicable to Non-Delaware Attorneys Admitted Pro Hac Vice

The Sequoia Presidential Yacht Group LLC v. FE Partners LLC , C.A. No. 8270-VCG (Del. Ch. July 5, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : In this short letter opinion, the Delaware Court of Chancery reiterated the standard of conduct that...

Delaware Court of Chancery Agrees with Fiat on Formula to Buy Chrysler Shares

Fiat North America, LLC v. UAW Retiree Medical Benefits Trust , C.A. No. 7903-VCP (Del. Ch. July 30, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : How to interpret the formula in the call option agreement to determine the price for Fiat to purchase...

Indemnification Claim Dismissed as Premature by Delaware Court of Chancery

Huff v. Longview Energy Co . , C.A. No. 8453-CS (Del. Ch. Aug. 12, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This short letter ruling granted a motion to dismiss a claim for indemnification pursuant to DGCL section 145(c) based on the reasoning that the claim...

Delaware Court of Chancery Imposes Fees for Bad Faith Litigation Tactics

ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC, C.A. No. 5483-VCL (Del. Ch. Sept. 16, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ] This Chancery decision, on remand from the Delaware Supreme Court, awarded attorneys’ fees based...

Delaware Court of Chancery Allows Claim for Breach of Fiduciary Duty for Approval of Stock Options in Violation of Stock Option Plan

Pfeiffer v. Leedle, C.A. No. 7831-VCP (Del. Ch. Nov. 8, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : Whether the approval of stock option grants that exceeded the maximum number of stock options allowed under the stock incentive plan was the...

Appeal of Delaware Court of Chancery Ruling on Ouster of CEO by Board

Klaassen v. Allegro Dev. Corp. et al. , No. 8626, 2013 (Del. Ch. Nov. 7, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Chancery decision is the subject of an appeal to the Delaware Supreme Court. Among the issues to be addressed is whether the actions of...

Delaware Court of Chancery Clarifies Requirement for Statutory Indemnification

Costantini v. Swiss Farms Stores Acquisition LLC , C.A. No. 8613-VCG (Del. Ch. Dec. 5, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed Whether the agency relationship between the company and a person seeking indemnification rights was sufficient...

Chancery Addresses State Law Insider Trading Claim for Second Time in Two Weeks

Silverberg v. Gold , C.A. No. 7646-VCP (Del. Ch., Dec. 31, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue addressed : This Chancery opinion addressed a state law insider trading claim, called a Brophy claim in Delaware. This is the second time in as many...

Court of Chancery Appeals to U.S. Supreme Court on Constitutionality of Chancery’s Arbitration Rules

Two federal courts have held that the confidential arbitration procedures provided in the rules of the Court of Chancery are constitutionally infirm. We have previously written on these pages about the decision of the District Court , Delaware Coalition for Open Government v. Hon. Leo E. Strine, Jr....

Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Related to Sale of Company

In Re Answers Corporation Shareholders Litigation , Cons. C.A. No. 6170-VCN (Del. Ch. Feb. 3, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. One takeaway from this decision granting a motion for summary judgment to defendants and rejecting claims for breach of...

Delaware Court of Chancery Allows Claims Against Ron Burkle in Challenged Transaction

OTK Associates, LLC v. Friedman , C.A. No. 8447-VCL (Del. Ch. Feb. 5, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. A few takeaways from this Court of Chancery opinion involving a challenged recapitalization of Morgans Hotel Group by investor Ron Burkle include...

Delaware Court of Chancery Addresses Interest on Statutory Appraisals

Huff Fund Investment Partnership v. CKx, Inc. , C.A. No. 6844-VCG (Del. Ch. Feb. 12, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Why this case is noteworthy : The Court of Chancery addresses the issue of potential “rent-seekers” who may seek to...

Delaware Court of Chancery Interprets Proper Purpose for DGCL Section 220 Demand

Caspian Select Credit Master Fund Ltd. v. Key Plastics Corp . , C.A. No. 8624-VCN (Del. Ch. Feb. 24, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Practical Insights on Decision : This Chancery opinion is one of many examples highlighted on these pages over the...

Delaware Court of Chancery Clarifies Doctrine of Acquiescence; Bars Relief

Lehman Brothers Holdings, Inc. v. Spanish Broadcasting System, Inc. , Cons., C.A. No. 8321-VCG (Del. Ch. Feb. 25, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ] Why litigators should care about this decision: The Court of Chancery in this opinion candidly acknowledged...

Delaware Governor Nominates New Chancellor for Court of Chancery

Delaware Governor Jack Markell yesterday nominated Andre Bouchard for Chancellor of the Court of Chancery. The seat was vacated when Leo Strine, Jr., the former Chancellor, was recently elevated to Chief Justice of the Delaware Supreme Court. The next step in the process is for the Delaware Senate to...

Delaware Court of Chancery Allows Some Claims to Proceed in Connection with Merger

Chen v. Howard-Anderson , C.A. No. 5878-VCL (Del. Ch. April 8, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Why this Case is Noteworthy : This Delaware Court of Chancery opinion addresses the standard of review applicable in a merger that is challenged on Revlon...

Delaware Court of Chancery Examines Nuances of Implied Covenant of Good Faith

In re: El Paso Pipeline Partners, L.P. Derivative Litigation , C.A. No. 7141-VCL (Del. Ch. June 12, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Key Issue Addressed : This Delaware Court of Chancery opinion examines in 51-pages the nuances of the implied covenant...

Corporate Benefit Doctrine Not Applicable to Volunteers

Raul v. Astoria Financial Corporation , C.A. No. 9169-VCG (Del. Ch. June 20, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : Whether attorneys’ fees were appropriate under the corporate benefit doctrine when the court considered the benefit...

Delaware Chancery Court Upholds “North Carolina Only” Forum Selection Bylaw

Following the Delaware Chancery Court’s June 2013 ruling upholding the facial validity of the bylaw of Chevron Corporation designating Delaware as the exclusive forum for intra-corporate disputes, the adoption of forum selection bylaws has become mainstream . But while a number of companies have...

Dismissal Denied for Disinterested Directors When Entire Fairness Applies to Transaction

In re Cornerstone Therapeutics Inc. Stockholders Litigation, Cons. C.A. No. 8922-VCG (Del. Ch. Sept. 10, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Chancery decision is noteworthy for its analysis of the applicable standard for a motion to dismiss members...

Update on Fee-Shifting Bylaw Issue in Pending Delaware Court of Chancery Case

Recent activity in the Delaware Court of Chancery has followed the Delaware Supreme Court’s May 2014 decision in ATP Tour, Inc v. Deutscher Tennis Bund , 91 A.3d 554 (Del. 2014), highlighted on these pages, which upheld a fee-shifting bylaw, at least in principle [ an enhanced version of this opinion...

Nuances of Advancement of Fees for Compulsory Counterclaims

Pontone v. Milso Industries Corp ., C.A. No. 7615-VCP (Del. Ch. Oct. 6, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Why This Case is Important : This decision of the Delaware Court of Chancery granted interlocutory appeals requested by both parties due to the...

Contract-Based Award of Attorneys’ Fees

ReCor Medical, Inc. v. Warnking , C.A. No. 7387-VCN (Del. Ch. May 14, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This letter opinion provides a helpful analysis of how the Court of Chancery awards attorneys’ fees based on a contract that provides for...

Delaware Court of Chancery Addresses Equitable Jurisdiction and First-Filed Rule

Willis v. PCA Pain Center of Virginia, Inc. , C.A. No. 9006-VCN (Del. Ch. October 20, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Chancery decision is noted for its usefulness in the toolbox of those who practice corporate and commercial litigation in...

Delaware Court of Chancery Denies Motion to Dismiss and Describes Measure of Damages for Stockholder Denied Shares

Mehta v. Smurfit-Stone Container Corp . , C.A. No. 6891-VCL (Del. Ch. Oct. 20, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This case is noteworthy for its description of the measure of damages that are potentially available for a stockholder who is wrongfully...