LexisNexis® Legal Newsroom
Delaware Court of Chancery Upholds Bylaws with Forum Selection Clause

Boilermakers Local 154 Retirement Fund v. Chevron Corporation , C.A. No. 7220-CS (Del. Ch. June 25, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : Enforceability of bylaws adopted by the Board of Directors providing that litigation relating...

Delaware Court of Chancery Agrees with Fiat on Formula to Buy Chrysler Shares

Fiat North America, LLC v. UAW Retiree Medical Benefits Trust , C.A. No. 7903-VCP (Del. Ch. July 30, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : How to interpret the formula in the call option agreement to determine the price for Fiat to purchase...

Indemnification Claim Dismissed as Premature by Delaware Court of Chancery

Huff v. Longview Energy Co . , C.A. No. 8453-CS (Del. Ch. Aug. 12, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This short letter ruling granted a motion to dismiss a claim for indemnification pursuant to DGCL section 145(c) based on the reasoning that the claim...

Delaware Court of Chancery Imposes Fees for Bad Faith Litigation Tactics

ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC, C.A. No. 5483-VCL (Del. Ch. Sept. 16, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ] This Chancery decision, on remand from the Delaware Supreme Court, awarded attorneys’ fees based...

Delaware Court of Chancery Clarifies Requirement for Statutory Indemnification

Costantini v. Swiss Farms Stores Acquisition LLC , C.A. No. 8613-VCG (Del. Ch. Dec. 5, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed Whether the agency relationship between the company and a person seeking indemnification rights was sufficient...

Court of Chancery Appeals to U.S. Supreme Court on Constitutionality of Chancery’s Arbitration Rules

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 for Open Government v. Hon. Leo E. Strine, Jr....

Delaware Court of Chancery Examines Nuances of Implied Covenant of Good Faith

In re: El Paso Pipeline Partners, L.P. Derivative Litigation , C.A. No. 7141-VCL (Del. Ch. June 12, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Key Issue Addressed : This Delaware Court of Chancery opinion examines in 51-pages the nuances of the implied covenant...

Delaware Chancery Court Upholds “North Carolina Only” Forum Selection Bylaw

Following the Delaware Chancery Court’s June 2013 ruling upholding the facial validity of the bylaw of Chevron Corporation designating Delaware as the exclusive forum for intra-corporate disputes, the adoption of forum selection bylaws has become mainstream . But while a number of companies have...

Update on Fee-Shifting Bylaw Issue in Pending Delaware Court of Chancery Case

Recent activity in the Delaware Court of Chancery has followed the Delaware Supreme Court’s May 2014 decision in ATP Tour, Inc v. Deutscher Tennis Bund , 91 A.3d 554 (Del. 2014), highlighted on these pages, which upheld a fee-shifting bylaw, at least in principle [ an enhanced version of this opinion...

Delaware Court of Chancery Addresses Equitable Jurisdiction and First-Filed Rule

Willis v. PCA Pain Center of Virginia, Inc. , C.A. No. 9006-VCN (Del. Ch. October 20, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Chancery decision is noted for its usefulness in the toolbox of those who practice corporate and commercial litigation in...

Delaware Court of Chancery Denies Motion to Dismiss and Describes Measure of Damages for Stockholder Denied Shares

Mehta v. Smurfit-Stone Container Corp . , C.A. No. 6891-VCL (Del. Ch. Oct. 20, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This case is noteworthy for its description of the measure of damages that are potentially available for a stockholder who is wrongfully...

Delaware Court of Chancery Provides Practical Advice on How to Handle Pre-Trial Stipulations When Parties Cannot Agree

Itron, Inc. v. Consert, Inc ., C.A. No. 7720-VCL (Del. Ch. Jan. 15, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Why this Case is Worth Reading : The Court of Chancery in this opinion provides very explicit guidance on a procedure to follow if parties are unable...

Chancery Grants Petition to Dissolve Deadlocked Corporation

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 provision that empowers the Court with discretion...

Delaware Court of Chancery Dismisses Fiduciary Duty Claims in Alternative Entity Context

Lewis v. Aimco Properties, L.P., C.A. No. 9934-VCP (Del. Ch. Feb. 10, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ] This short opinion from the Delaware Court of Chancery is notable for its discussion and rejection of a claim that fiduciary duties were owed in...

Chancery Arbitration ... Again

As Lawrence Cunningham noted, tenacity, thy name is Delaware! Along with the recent proposed amendments to the corporate law, the Delaware General Assembly will also consider the new Delaware Rapid Arbitration Act - to replace the Chancery Arbitration procedure that was deemed unconstitutional. Regular...

Creditor’s Fiduciary Duty Claims Proceed Based on Traditional Insolvency Test

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 for its historical and doctrinal analysis of important...

Wal-Mart Saga Ends in Delaware; Plaintiff Loses Bid for More Section 220 Documents

As Frank Reynolds of Thomson Reuters reports, the long-running effort of a stockholder to obtain additional documents from Wal-Mart in a Section 220 proceeding appears to have reached a conclusion , though it may still be the subject of second appeal. Frank Reynolds reports that the Court of Chancery...

“Dead Hand Proxy Puts” Garner Increased Stockholder Scrutiny In Delaware

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 on (and threatened litigation against) Delaware...

Delaware Court of Chancery Addresses Dilution Claims

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), for the businesslike manner in which it treats...

Delaware Court of Chancery Invalidates Attempt of Majority Stockholder to Appoint Officers

In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), the Court of Chancery affirms the board-centric foundation of Delaware corporate law, and describes the limitation on the ability of a majority stockholder to appoint officers directly–even though a majority stockholder might have...

Delaware Court of Chancery Declines to Allocate Expert Expenses in Advancement Action

In the third ruling by the Court of Chancery in the advancement action styled Holley v. Nipro Diagnostics, Inc., C.A. No. 9679-VCP (Del. Ch. Aug. 14, 2015), the court addressed a request that expenses for third-party vendors of nearly $300,000 be allocated between a criminal action in which the former...

Delaware Court of Chancery Appoints Custodian to Break Deadlock of Profitable Corporation

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-page post-trial opinion, but for the benefit of busy...

Delaware Court of Chancery Strikes Impertinent Portion of Complaint

In Carlyle Investment L.L.C. v. Moonmouth Company S.A ., C.A. No. 7841-VCP (Del. Ch. Sept. 10, 2015), the Delaware Court of Chancery grants the rare motion to strike a part of the complaint that the court considers scandalous or impertinent pursuant to Court of Chancery Rule 12(f). See Slip op. at 45...

Delaware Court of Chancery to Be Less Likely to Approve Fees in Disclosure Only Cases

In re Riverbed Technology, Inc., Stockholders Litigation , Cons. C.A. No. 10484-VCG (Del. Ch. Sept. 17, 2015) [subscribers can access an enhanced version of this opinion: lexis.com | Lexis Advance ]. This Delaware Court of Chancery opinion is noteworthy because it provides notice to corporate litigators...

Big News Out of Delaware: Tamika Montgomery-Reeves Nominated for Vice Chancellor

Gov. Markell has announced the nomination of Tamika Montgomery-Reeves , a Wilson Sonsini partner, to replace retiring Vice Chancellor Donald Parsons. Ms. Montgomery-Reeves will be the first African-American to serve as Vice Chancellor in the Chancery Court and the first woman since Justice Carolyn Berger...