Corporate

Recent Posts

Delaware Court of Chancery Addresses Dilution Claims
Posted on 21 Jul 2015 by Doug Esten

Capella Holding, Inc. v. Anderson, C.A. No. 9809-VCN (Del. Ch. July 8, 2015), is a Delaware Court of Chancery decision that addresses recurring corporate litigation issues that make it a useful addition to the litigator’s toolbox (even as a duplicate... Read More

Creditor’s Fiduciary Duty Claims Proceed Based on Traditional Insolvency Test
Posted on 8 May 2015 by Francis G.X. Pileggi

Quadrant Structured Products Company, Ltd. v. Vertin , C.A. No. 6990-VCL (Del. Ch. May 4, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Court of Chancery opinion is destined to be cited as a seminal ruling... Read More

Default Fiduciary Duties Coming for Delaware LLCs
Posted on 12 Apr 2013 by Brian JM Quinn

There has been a back and forth between the Chancery Court and the Delaware Supreme Court about whether there are default fiduciary duties for LLCs. The Chancery Court takes the position that there are default fiduciary duties, though you may contract... Read More

Key Corporate and Commercial Delaware Decisions for First Five Months of 2013
Posted on 6 Jun 2013 by Francis G.X. Pileggi

Among the key corporate and commercial Delaware decisions that we have highlighted on these pages during the first five months of 2013, the following decisions either clarified existing Delaware law or announced new law on important substantive or... Read More

“Dead Hand Proxy Puts” Garner Increased Stockholder Scrutiny In Delaware
Posted on 11 Jun 2015 by Robin Shea

by John Stigi , John Landry and Robin Achen A ruling last fall by the Delaware Chancery Court has prompted a wave of 8 Del. C. § 220 [ an annotated version of this statute is available to lexis.com subscribers ] books and records inspection demands... Read More

Court of Chancery Appeals to U.S. Supreme Court on Constitutionality of Chancery’s Arbitration Rules
Posted on 23 Jan 2014 by Francis G.X. Pileggi

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... Read More

Delaware Court of Chancery Hears Fee-Shifting Bylaws Argument
Posted on 25 Aug 2014 by Francis G.X. Pileggi

After the Delaware Supreme Court decision in ATP Tour, Inc. v. Deutscher Tennis Bund , Del. Supr., No. 534, 2013 (May 8, 2014) [an enhanced version of this opinion is available to lexis.com subscribers] , highlighted on these pages, in which the court... Read More

Delaware Arbitration Procedure Unconstitutional
Posted on 24 Oct 2013 by Brian JM Quinn

So there you have it. Just hit PACER Wednesday (h/t KWC). Here's the opinion ( DCOGvStrine ) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Lengthy exploration of civil trials and arbitrations in the opinion. I'm... Read More

Delaware Court of Chancery Appoints Custodian to Break Deadlock of Profitable Corporation
Posted on 28 Aug 2015 by Francis G.X. Pileggi

In re: Shawe & Elting LLC , C.A. No. 9661-CB (Del. Ch. Aug. 13, 2015) [subscribers can access an enhanced version of this opinion: lexis.com | Lexis Advance ]. There are many important principles of Delaware corporate law addressed in this 104... Read More

Delaware Court of Chancery Addresses Dilution Claims
Posted on 21 Jul 2015 by Francis G.X. Pileggi

Capella Holding, Inc. v. Anderson, C.A. No. 9809-VCN (Del. Ch. July 8, 2015), is a Delaware Court of Chancery decision that addresses recurring corporate litigation issues that make it a useful addition to the litigator’s toolbox (even as a duplicate... Read More

Annual Review of Key Delaware Corporate Decisions for 2014
Posted on 2 Feb 2015 by Francis G.X. Pileggi

This is the tenth year that we are providing our annual review of the key corporate and commercial decisions from Delaware’s Supreme Court and Court of Chancery. This year we decided to pick only the top five among the more than 200 or so opinions... Read More

Delaware Legislative Revision Proposed to Restrict Fee-Shifting Bylaws Introduced
Posted on 28 May 2014 by Kevin M. LaCroix

As discussed in a recent post ( here ), in a May 8, 2014 decision the Delaware Supreme Court upheld the facially validity of a nonstock corporation’s bylaw provision shifting attorneys’ fees and costs to unsuccessful plaintiffs in intra-corporate... Read More

Creditors’ Rights to Pursue Derivative Claims Against Company Directors Under Delaware Law
Posted on 12 May 2015 by Kevin M. LaCroix

In a detailed May 4, 2015 opinion ( here ), Vice Chancellor Travis Laster of the Delaware Chancery Court extensively reviewed the rights of an insolvent company’s creditors to pursue derivative claims against the company’s directors [ an enhanced... Read More

Delaware Franchise Tax Due March 1: Two Methods Of Calculation, Two Vastly Different Results
Posted on 1 Feb 2012 by Trent Dykes

Just a reminder to those who have Delaware corporations, your annual report and franchise tax payment are both due on March 1. At this point, you should have already received from Delaware your notification of annual report and franchise tax due,... Read More

Chancery Grants Petition to Dissolve Deadlocked Corporation
Posted on 11 Feb 2015 by Francis G.X. Pileggi

In The Matter of Bermor, Inc., C.A. No. 8401-VCL (Del. Ch. Feb. 9, 2015). This Delaware Court of Chancery opinion is noteworthy for its pithy analysis of a petition to dissolve a deadlocked corporation pursuant to DGCL Section 273, which is a statutory... Read More