District of Delaware Revises Default Standard for Discovery of Electronically Stored Information

Periodically we report on rule changes in the federal courts so that practitioners are away of these changes and how they might affect litigation practice in Delaware courts. On December 8, 2011, the District of Delaware revised its Default Standard for Discovery Including Electronically Stored Information...

Delaware Supreme Court Chief Justice Myron Steele Speaks at Stanford Law School

The Honorable Myron T. Steele, Chief Justice of the Delaware Supreme Court, spoke at the Stanford Law School's Rock Center for Corporate Governance on the topic of "Shareholder Empowerment v. Board Authority" recently. The video and audio clip of His Honor's presentation is available...

Corporate Lawyers as Gatekeepers

Professor Stephen Bainbridge, a corporate law scholar often cited in Delaware decisions, has written an article entitled: "Corporate Lawyers as Gatekeeper", which was excerpted from his book titled: Corporate Governance After the Financial Crisis (Oxford University Press 2012). The article...

Delaware Federal Court Issues New Default Standard for E-Discovery

Periodically we report on rule changes in the federal courts so that practitioners are away of these changes and how they might affect litigation practice in Delaware courts. On December 8, 2011, the District of Delaware revised its Default Standard for Discovery Including Electronically Stored Information...

Chancery Disqualifies Class Representative and Requires Disgorgement of Imputed Profits from Trades on Confidential Data Obtained in Litigation

Steinhardt v. Howard-Anderson , C.A. No. 5878-VCL (Del. Ch. Jan. 6, 2012), read opinion here . Issue Addressed This opinion addressed the issue of whether representative plaintiffs in a putative class action should be in sanctioned for trading on the basis of confidential information obtained in...

Chancery Court: When Stockholder Of Delaware Corporation Files Suit As Lead Plaintiff, Plaintiff Assumes Role Of A Fiduciary For The Class

Steinhardt v. Howard-Anderson , C.A. No. 5878-VCL (Del. Ch. Jan. 6, 2012), read opinion here . Issue Addressed This opinion addressed the issue of whether representative plaintiffs in a putative class action should be in sanctioned for trading on the basis of confidential information obtained in...

Court of Chancery Defines Promissory Note as a Security Instrument

Fletcher International, Ltd. v. ION Geophysical Corp., C.A. No. 5109-CS (Del. Ch. May 23, 2012). Issue addressed : Whether several promissory notes issued in connection with the sale of a company should be considered "securities"? Short answer : The court found one of the notes to be a security...

Supreme Court Affirms Chancery Decision in Fundamental Section 220 Ruling

Central Laborers Pension Fund v. News Corp ., No. 682, 2011 (Del. May 29, 2012). Issue Raised on Appeal : Whether one can satisfy the proper purpose requirement of DGCL section 220 when a derivative action is filed simultaneously with the section 220 action. Short Answer: The Delaware Supreme Court...

Court Selects Lead Plaintiff, Lead and Liaison Counsel in Class Action Suit

In Haverhill Retirement System v. Catalyst Health Solutions, Inc. , C.A. No. 7506-VCN, (May 25, 2012) (and related actions), the Court addressed the issue of who should be designated as lead plaintiff, lead counsel, and liaison counsel in a class action contesting the acquisition of Catalyst Health Solutions...

New York Times Article Bashes Delaware as Corporate Haven

In today's New York Times, Delaware is bashed in a smear piece that attacks the state's corporate law with an article entitled To Delaware, With Love , that is light on research, weak on substantive analysis and replete with cliches that add nothing new to the conversation. Trotting out the "usual...

Resources for Legal Ethics and Analysis

My regular ethics column for the The Bencher , the national publication of the American Inns of Court, appears in the current issue and compiles an array of resources that are available to shed light on issues of legal ethics. Unlike typical legal research where court decisions are the primary source...

Corporate Lawyers as the Gatekeepers

Professor Stephen Bainbridge, a corporate law expert much revered in Delaware and familiar to readers of these pages, has published an article entitled " Corporate Lawyers as Gatekeepers ", which thoughtfully addresses the role of the lawyer in the context of the corporate client. The good...

Notice to Lawyers Filing Suit in Delaware’s Court of Chancery: Bring Your “A” Game

Many legal publications and the mainstream press follow decisions of the Delaware Court of Chancery. One of the more astute members of the cognoscenti is Alison Frankel of Thomson Reuters who often writes about the First State's corporate decisions. She recently penned an article entitled: "Delaware...

In A Delaware First, Standard When Lawsuit Threat Can Be Tortious Interference With Potential Business Relationships Addressed

Soterion Corp. v. Soteria Mezzanine Corp ., C.A. No. 6158-VCN (Del. Ch. Oct. 31, 2012). Why This Case is Noteworthy : This decision addresses for the first time in Delaware the applicable standard to determine when the threat of a lawsuit can be tortious interference with prospective business relationships...