LexisNexis® Legal Newsroom
Delaware Court of Chancery Rejects Forum Non Conveniens Argument

Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp., C.A. No. 10004-VCG (Del. Ch., Mar. 18, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Court of Chancery decision is noteworthy for two main points that should be of interest to those engaged...

Successor Corporation Not Bound by Agreement of Former Parent Entity

Miramar Police Officers’ Retirement Plan v. Murdoch , C.A. No. 9860-CB (Del. Ch., Apr. 7, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Court of Chancery opinion addresses a dispute over whether a corporation created as part of a spin-off...

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...

Delaware Court of Chancery Awards Fees for Unfair Process Despite Finding of Fair Price

In Re Nine Systems Corporation Shareholders Litigation, Cons. C.A. No. 3940-VCN (Del. Ch. May 7, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Court of Chancery decision on the award of attorneys’ fees is blogworthy in that the basis of the...

Delaware Court of Chancery Explains Res Judicata, Collateral Estoppel and Acquiescence

Brevan Howard Credit Catalyst Master Fund Limited v. Spanish Broadcasting System, Inc. , C.A. No. 9209-VCG (Del. Ch. May 19, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This letter decision explains the nuances and elements of the following principles on which...

Delaware Court of Chancery Awards $72 Million in Fees for Settlement of Class and Derivative Suit

In Re Activision Blizzard, Inc. Stockholder Litigation , Cons. C.A. No. 8885-VCL (Del. Ch. May 20, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Court of Chancery opinion refers to the settlement of $275 million in this case as the largest derivative...

Delaware Court of Chancery Interprets Rule 54(b) on Multiple Claims

Policemen’s Annuity and Benefit Fund of Chicago, Illinois v. DV Realty Advisors LLC , C.A. No. 7204-VCN (Del. Ch. May 28, 2015) [an enhanced version of this opinion is available to lexis.com subscribers] . This letter ruling is useful for purposes of discussing the criteria that the court will...

“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 Awards Fees Based on “Gross Value of Settlement”

In re Jefferies Group, Inc. Shareholders Litigation , Cons. C.A. No. 8059-CB (Del. Ch. June 5, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Court of Chancery letter ruling describes the standards that apply to a request for attorneys’ fees...

Delaware Court of Chancery Rejects Two Separate M&A Settlements on Same Day

Two rejections by the Delaware Court of Chancery last week, on the same day, of two separate proposed settlements of two unrelated class actions challenging a merger, were reported by The Chancery Daily , Professor Bainbridge and Alison Frankel of Thomson Reuters . The two cases are Acevedo v. Aeroflex...

Delaware Court of Chancery Has Jurisdiction to Enjoin Potentially Unconstitutional Statute

The recent Delaware Court of Chancery decision in Doe v. Coupe , C.A. No. 10983-VCP (Del. Ch. July 14, 2015), clarifies the basis for equitable jurisdiction needed in order for the Court of Chancery to hear a claim that the state should be enjoined from enforcing an unconstitutional statute, in connection...

The Beginning of the End of the Merger Objection Lawsuit Curse?

One of the great curses of the corporate litigation environment in recent years has been the proliferation of merger objection suits, the incidence of which has gotten to the point that now just about every large merger deal draws at least one lawsuit , and sometimes several. However, if recent developments...

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 Determines Proper Board Members in Section 225 Action

The Delaware Court of Chancery in Kerbawy v. McDonnell , C.A. No. 10769-VCP (Del. Ch. Aug. 18, 2015), addresses whether written consents of stockholders were effective in replacing the board members of the company involved [subscribers can access an enhanced version of this opinion: lexis.com | Lexis...

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...

The Sound of Glass Cracking in Delaware

Delaware Gov. Markell is about to announce his nomination to replace Vice Chancellor Parsons who announced his retirement this past summer. Here's the thing. The Chancery Court has not had a female chancellor since Vice Chancellor Berger left the court to join the Supreme Court in 1994. Now, according...

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...

Delaware Court of Chancery Dismisses Challenge to Board Decision to Settle Claims

In Shaev v. Adkerson , C.A. No. 10436-VCN (Del. Ch. Oct. 5, 2015), the Delaware Court of Chancery dismissed claims for breach of fiduciary duty including the disclosure obligations of the board which granted stock units valued at approximately $35 million in connection with its decision to settle potential...

Delaware Court of Chancery Allows Advancement for Motion to Intervene by Former CEO

The Delaware Court of Chancery, in the decision styled In re Genelux Corporation , C.A. No. 10612-VCP (Del. Ch. Oct. 22, 2015), determined that a former CEO and Chairman of the Board was entitled to advancement in connection with his Motion to Intervene in a proceeding in which the corporation was a...

Delaware Court of Chancery Enforces Covenant Not to Compete

The Chancery opinion in Revolution Retail Systems, LLC v. Sentinel Technologies, Inc. , C.A. No. 10605-VCP (Del. Ch. Oct. 30, 2015), discusses many issues in connection with the breach of contract for the sale of a business [subscribers can access an enhanced version of this opinion: lexis.com | Lexis...