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Chancery Rejects Request to Enjoin Freeze-Out by Controlling Stockholder

In Re CNX Gas Corp. Shareholders Litigation, C. A. Consol. No. 5377-VCL (Del Ch. May 25, 2010), read 42-page opinion here . This will be a very short overview until a fuller synopsis can be provided at a later date. Overview The Delaware Court of Chancery denied a request for a preliminary...

Law Applicable to Controlling Shareholder Transactions to be Reviewed in Appeal to Delaware Supreme Court

Overview This 33-page opinion of the Court of Chancery, issued yesterday on a holiday, grants an application for an interlocutory appeal of the original decision in this case dated May 26, 2010, which was highlighted on this blog here. The major issue in the first opinion was the applicable standard...

Chancery Refers Non-Equitable Case to Superior Court; Suggests New Complex Commercial Litigation Division

Massachusetts Mutual Life Insurance Company v. Certain Underwriters at Lloyd's of London, C.A. No. 4791-VCL (Del. Ch. Sept. 24, 2010), read opinion here . A prior decision by the Court of Chancery in this case, which denied a motion to dismiss on non-jurisdictional grounds, was highlighted here...

Delaware Court of Chancery Orders Dissolution of LLC of Famous Handyman, Based on "Not Reasonably Practicable" Standard

Vila v. BVWebTies LLC, C.A. No. 4308-VCS (Del. Ch. Oct. 1, 2010), read opinion here . Brief Overview This opinion adds needed depth to the case law on Section 18-802 of the Delaware LLC Act which allows a member of an LLC to seek dissolution when it is not "reasonably practicable"...

Delaware Court of Chancery Rules on Who Decides Issue of Substantive Arbitrability--Court or Abitrator?

GTSI Corp. v. Eyak Technology, LLC, C.A. No. 5815-VCL (Del. Ch. Nov. 15, 2010), read opinion here. Issue Presented The limited issue presented in this Delaware Court of Chancery opinion is a perennial corporate litigation conundrum that has been the subject of many case summaries on this blog...

Airgas: Potato, Potahto

The Deal Prof has a run-down on the Airgas decision . He has it about right: The signal this reversal sends is that it basically says don't worry about the language of your contracts so long as everybody "knows" what it means. Potato, potahto, tomato, tomahto. Let's call...

Chancellor Chandler and Airgas...

I don't know, but I think Chancellor Chandler isn't all that impressed with the Supreme Court reversing his decision in the Airgas case. He sent a letter to the parties yesterday ( Letter here ) with a number of questions seeking supplemental information relevant to the next part of the case...

Poison Pill in Delaware Court on Tuesday

So, tomorrow Chancellor Chandler will take up the question of whether to order the Airgas board to pull its pill. Air Products, you'll remember, has been pursuing Airgas for many months now. Airgas has steadfastly said "No." In the fall Air Products elected three members to the board...

Delaware Court of Chancery Orders Prompt Trial on Books and Records Case

Lavi v. Wideawake Deathrow Entertainment LLC , C.A. No. 5779-VCS (Del. Ch. Jan. 18, 2011), read letter ruling here . Issue Addressed The issue decided by the Court of Chancery in this books and records action under Section 18-305 of the Delaware Limited Liability Company Act was whether a motion...

Chancery Defers to First-Filed Federal Complaint on Patent Issues

Huawei Technologies Co. Ltd., v. Interdigital Technology Corporation , C.A. No. 6974-CS (Del. Ch. June 11, 2012)(Transcript ruling). Issues Presented : (1) whether a motion to expedite should be granted, and (2) whether a motion to dismiss or stay should be granted based on the McWane first-filed doctrine...

Chancery Dismisses Summary Dissolution Case in Favor of Two Foreign Suits

McElroy v. Schornstein, C.A. No. 7233-CS (Del. Ch. June 20, 2012). Issue Addressed : Whether summary proceedings for dissolution under 8 Del. C . § 273 should be permitted to proceed as an exception to the first-filed rule under the McWane doctrine, in light of related actions outside of Delaware...

Delaware Does Not Impose Fiduciary Duty, Per Se, to Minimize Corporate Taxes

Seinfeld v. Slager , C.A. No. 6462-VCG (Del. Ch. June 29, 2012). Issues Presented (1) Whether board approval of a supplemental retirement bonus was a breach of fiduciary duty to the extent that it constituted waste and did not qualify for a tax deduction; and (2) Whether a stock option plan for...

Chancery Awards $3.2 million in Attorneys' Fees in Contract Dispute

ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC , C.A. No. 5843-VCL (Del. Ch. July 9, 2012). In this opinion the Court of Chancery awarded attorneys' fees, based on a fee-shifting provision of the LLC agreement, of more than $3.2 million. The recent Chancery decision on...

Court Grants in Part and Denies in Part Requests for Books and Records Regarding Valuation and Breach of Fiduciary Duty

Rock Solid Gelt Ltd. v. The SmartPill Corp ., C.A. No. 7100-VCN (Del. Ch. Oct. 10, 2012). Issue Presented : Whether a request for books and records was overly broad in connection with information sought to value one's interests in a closely held company. Short Answer :Yes. Background ...

Chancery Applies DGCL Section 144 to LLCs by Analogy

Feeley v. NHAOCG, LLC , C.A. No. 7304-VCL (Del. Ch. Oct. 12, 2012) [ enhanced version available to Lexis.com subscribers ]. What this case is about: This Delaware Court of Chancery opinion addresses a dispute regarding management and control of an LLC based on an interpretation of the LLC agreement...

Court Provides Practical Advice on Advancement Claims

Feeley v. NHAOCG, LLC , is a pending Chancery case involving issues that relate to a contest for control, and which has thus far generated two opinions, highlighted on these pages here and here . A transcript of an oral argument in this case has recently been made available, regarding a claim in the...