Securities

Recent Posts

Airgas: Potato, Potahto
Posted on 30 Nov 2010 by Brian JM Quinn

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. ... Read More

Chancery Rejects Request to Enjoin Freeze-Out by Controlling Stockholder
Posted on 1 Jun 2010 by Francis G.X. Pileggi

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... Read More

The Life and Times of Chancellor William Chandler
Posted on 25 Feb 2011 by Francis G.X. Pileggi

The tenure of Chancellor William B. Chandler, III on the Court of Chancery since 1989 is the topic of a retrospective article on the site called Boardmember.com which is available here . The article describes the importance of the Court in the world... Read More

Chancery Applies DGCL Section 144 to LLCs by Analogy
Posted on 27 Oct 2012 by Francis G.X. Pileggi

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... Read More

Chancery Refers Non-Equitable Case to Superior Court; Suggests New Complex Commercial Litigation Division
Posted on 28 Sep 2010 by Francis G.X. Pileggi

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... Read More

Poison Pill in Delaware Court on Tuesday
Posted on 25 Jan 2011 by Brian JM Quinn

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... Read More

Court Grants in Part and Denies in Part Requests for Books and Records Regarding Valuation and Breach of Fiduciary Duty
Posted on 18 Oct 2012 by Francis G.X. Pileggi

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... Read More

Delaware Court of Chancery Rules on Who Decides Issue of Substantive Arbitrability--Court or Abitrator?
Posted on 17 Nov 2010 by Francis G.X. Pileggi

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... Read More

Chancery Defers to First-Filed Federal Complaint on Patent Issues
Posted on 21 Jun 2012 by Francis G.X. Pileggi

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... Read More

Chancery Dismisses Summary Dissolution Case in Favor of Two Foreign Suits
Posted on 22 Jun 2012 by Francis G.X. Pileggi

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... Read More

Chancery Awards $3.2 million in Attorneys' Fees in Contract Dispute
Posted on 11 Jul 2012 by Francis G.X. Pileggi

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... Read More

Delaware Court of Chancery Orders Dissolution of LLC of Famous Handyman, Based on "Not Reasonably Practicable" Standard
Posted on 6 Oct 2010 by Francis G.X. Pileggi

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... Read More

Delaware Court of Chancery Orders Prompt Trial on Books and Records Case
Posted on 27 Jan 2011 by Francis G.X. Pileggi

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... Read More

Bebchuk on Airgas
Posted on 24 Feb 2011 by Brian JM Quinn

Don't like the Airgas decision? Maybe you're with Chancellor Chandler in thinking that Interco wasn't all that bad - that fully-informed stockholders should have the right to decide whether or not to accept an offer. That's not the... Read More

Law Applicable to Controlling Shareholder Transactions to be Reviewed in Appeal to Delaware Supreme Court
Posted on 8 Jul 2010 by Francis G.X. Pileggi

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... Read More