LexisNexis® Legal Newsroom
The Delaware Supreme Court And Certified Questions

Justice Henry duPont Ridgely of the Delaware Supreme Court has published an essay on the procedure that courts around the country may follow to present issues of Delaware law to Delaware's High Court. The essay was based on His Honor's remarks at Southern Methodist University's Corporate...

Kevin F. Brady Comments On Delaware Court Of Chancery's 2011 E-Discovery Guidelines

Francis G.X. Pileggi The Delaware Court of Chancery's Guidelines Regarding the Preservation of Electronically Stored Information (ESI) were previously reviewed here on this blog, but now Kevin F. Brady of Connolly Bove Lodge & Hutz LLP in Wilmington, a nationally recognized electronic discovery...

New Litigation Filed In Delaware Against Berkshire Hathaway, Warren Buffett, et al.

Kirby v. Sokol, et al., Del. Ch. No. 6392, is the caption of a lawsuit filed earlier this week in the Delaware Court of Chancery which arises out of the recent resignation of the heir apparent to the Oracle of Omaha, Warren Buffett, based on widely-reported allegations in the mainstream press and elsewhere...

Prominent Delaware Litigator Francis G.X. Pileggi Joins Eckert Seamans In Wilmington

WILMINGTON, Del. - Eckert Seamans Cherin and Mellott LLC, a full-service national law firm, has announced that Francis G.X. Pileggi , a leading Delaware attorney and law blogger, has joined the firm as member-in charge of the Wilmington office. Pileggi, who previously served as the founding partner of...

Delaware Chancery Court Defers Decision On Application For Interim Fees In Class Action

In Frank v. Elgamal , C.A. No. 6120-VCN (Del. Ch. July 28, 2011), read letter ruling here , the Delaware Court of Chancery deferred making a decision on an application for interim fees in a class action challenging an acquisition. Issue Addressed Where post-complaint, supplemental disclosures partially...

Delaware High Court Declines To Adopt More Stringent Standards For Motions To Dismiss

Central Mortgage Co. v. Morgan Stanley Mortgage Capital Holdings, LLC, No. 595-2010 (Del. Supr. Aug. 18, 2011), read Delaware Supreme Court's en banc opinion here . Issue Addressed Whether Delaware should adopt the more stringent standard for motions to dismiss announced in the U.S. Supreme...

Delaware Court Denies Temporary Restraining Order Based On Preliminary Injunction Standard

The below article first appeared on Aug. 24, 2011, in The Delaware Business Court Insider , here. The Delaware Court of Chancery decision that is the focus of the article was previously highlighted on this blog here. Litigation is fast-paced in the Delaware Court of Chancery, but when a litigant files...

Securities Fraud Class Action Dismissed Under Heightened Pleading Rules

The U.S. Third Circuit Court of Appeals in City of Roseville Employees' Retirement System v. Horizon Lines, Inc., et al. , Case No. 10-2788, on August 24, 2011, in a 2-to-1 decision, read opinion here [ an enhanced version of this opinion is available to lexis.com subscribers ], affirmed the...

In Re Novell, Inc. Shareholder Litigation: Delaware Court Denies Interim Application For Fees In Class Action

In Re Novell, Inc. Shareholder Litigation , Cons. C. A. No. 6032-VCN (Del. Ch. Aug. 30, 2011). Read letter ruling here . Issue Addressed: Whether interim application for fees in class action should be deferred as premature. Short Answer: Yes. Short Overview This letter decision reiterated...

Delaware Vice Chancellor Dismisses Derivative Action Against Goldman Sachs Directors

In the case of In Re The Goldman Sachs Group, Inc. Shareholder Litigation , C.A. No. 5215-VCG (Oct. 12, 2011), read opinion here , Vice Chancellor Glasscock, in his first major corporate law decision, granted defendants' motion to dismiss a derivative action brought against Goldman's current...

Class Action Alleging Self-Interested Conversion From LP To LLC Certified In Delaware

Garrett v. Zon Capital Partners, L.P. , C. A. No. 5607-CS (Del. Ch., Nov. 10, 2011), read letter ruling here . Issue Addressed: Whether a motion for class certification should be granted pursuant to Court of Chancery Rule 23 in connection with a complaint that alleges a self-interested transaction...

Delaware Chancery Court Issues 'Best Practices' To Handle Complex Procedural Issues

On January 13, 2012, the Court of Chancery issued non-binding guidelines or "best practices" to help lawyers and their parties handle common and sometimes complex procedural issues that arise in litigation before the Delaware Court of Chancery. Kevin F. Brady, who is a member of the Court...

Bevy Of New Lawsuits Filed in Delaware Chancery Court Over Forum Selection Bylaws

We typically focus on summarizing corporate and commercial decisions of Delaware's Supreme Court and Court of Chancery, but today we find noteworthy a bevy of new lawsuits just filed in the Delaware Court of Chancery. These new suits challenge bylaws in several companies that require shareholder...

More Than $660,000 In Attorney Fees Awarded By Delaware Chancery Court In 'Momentous' Decision

Auriga Capital Corp. v. Gatz Properties, LLC , is an iconic opinion from the Delaware Court of Chancery that was issued on Jan. 27, 2012 and highlighted on these pages here. This decision is momentous because it explains why fiduciary duties will apply by default to managers and controlling members of...

Delaware Chancery Court Addresses Attorney Fees After Stipulated Dismissal Of Derivative Action

Freedman v. Adams, C.A. No. 4199-VCN (Del. Ch. March 30, 2012). Issue Addressed The Court of Chancery addressed the standard for awarding attorneys' fees when there has been a stipulated dismissal of a derivative action which was largely mooted by measures taken by the defendant board of directors...

Delaware Supreme Court Upholds Attorney Fees For Non-Monetary Benefit

EMAK Worldwide, Inc. v. Kurz, No. 512, 2011 (Del. April 17, 2012) [ enhanced version available to lexis.com subscribers ]. Several prior decisions in this matter by both the Delaware Supreme Court, and the Court of Chancery are highlighted and linked in a previous post. Issue Addressed Whether...

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...

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...

Not A Delaware Lawyer? Here's A Delaware Practice And Procedure Guide

These guidelines for collaboration between Delaware counsel and non-Delaware lawyers were prepared by Francis G.X. Pileggi, Kevin F. Brady and Jill Agro. This is a compilation of selected key Delaware court decisions, rules, and customs to guide Delaware attorneys serving as "Delaware Counsel"...

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...

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 ...

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...

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...