06 Sep, 2024 An Overview of the Delaware Limited Liability Company Act By Ross Antonacci Nicholas J. Caggiano Jr. Shannon S. Frazier Lewis C. Ledyard III Jonathan G. Strauss +2 more... Show less The DLLC Act Delaware’s reputation as the premier jurisdiction for corporate entities is well known. In recent years, however, Delaware...
05 Sep, 2024 Delaware Superior Court Holds That Attorney-Client Privilege Was Retained By Seller Post-Merger By Barnaby Grzaslewicz Aubrey Morin K. Tyler O'Connell Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024). The default rule in Delaware is that the attorney-client...
05 Sep, 2024 Chancery Holds Plaintiff Fails to Meet Rule 23.1 Pleading Standard, Dismisses Action Arising From T-Mobile Data Hack By K. Tyler O'Connell Samuel Bashman Harper v. Sievert, C.A. No. 2022-0819-SG (Del. Ch. May 31, 2024). A stockholder plaintiff brought derivative claims alleging that current...
05 Sep, 2024 Court of Chancery Denies Post-Trial Motions Seeking to Enjoin Tesla Defendants By K. Tyler O'Connell Samuel Bashman Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. May 28, 2024) Following the Court of Chancery’s post-trial opinion concerning Elon...
05 Sep, 2024 Delaware Supreme Court Reverses MFW Dismissal Due to Inadequate Disclosures Regarding Special Committee’s Advisors’ Material Conflicts By Barnaby Grzaslewicz Aubrey Morin K. Tyler O'Connell City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024). The Delaware Supreme Court’s...
15 Aug, 2024 Chancery Enforces Arbitration Provisions for Former Employees’ Claims Against the Company’s Successor By Albert H. Manwaring IV Alena Smith K. Tyler O'Connell Buzzfeed Media Enterprises, Inc. v. Anderson, C.A. 2023-0377-MTZ (Del. Ch. May 15, 2024). The Court of Chancery held that arbitration...
15 Aug, 2024 Chancery Determines Certain Suits Against Amazon Were Insufficient to Meet Credible Basis Standard to Inspect Corporate Books and Records By K. Tyler O'Connell Samuel Bashman Wong Leung Revocable Tr. v. Amazon.com Inc., C.A. No. 2023-1251-BWD (Del. Ch. May 1, 2024) In order to inspect books and records under...
15 Aug, 2024 Chancery Addresses Acquirer’s Request For Joint Tortfeasor Settlement Credit By K. Tyler O'Connell Samuel Bashman In re Columbia Pipeline Grp. Inc. Merger Litig., Consol. C.A. No. 2018-0484-JTL (Del. Ch. May 15, 2024) In this post-trial decision, the...
15 Aug, 2024 Chancery Grants Motion to Dismiss Breach of Fiduciary Duty Claims Against Officers in Controlling Stockholder Transaction Subject to Entire Fairness By Lewis H. Lazarus Sarah Ennis K. Tyler O'Connell Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024) In this decision involving breach of fiduciary duty claims...
01 Aug, 2024 2024 Amendments to the General Corporation Law of the State of Delaware Go into Effect By Vincent J. Cannizzaro III K. Tyler O'Connell Aarish Sheikh Justin Larsen +1 more... Show less The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to...
17 Jul, 2024 Chancery Confirms Arbitration Award Resulting in Negative Purchase Price By Vincent J. Cannizzaro III Justin Larsen Aarish Sheikh Delaware Business Court Insider Parties to a transaction agreement often include a provision requiring the parties to arbitrate any...
09 Jul, 2024 Chancery Determines Pharmaceutical Company Complied with Merger Agreement’s Requirement To Use Commercially Reasonable Efforts By Albert J. Carroll Bryan Townsend Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch. Apr. 30, 2024) Stockholder representatives of an acquired corporation brought...
09 Jul, 2024 Chancery Determines LLC Agreement Required Payment to Remove Manager By Albert J. Carroll Bryan Townsend Soleimani v. Hakkak, C.A. No. 2023-0948-LWW (Del. Ch. Apr. 12, 2024) The defendants attempted to remove a manager-employee of several...
26 Jun, 2024 Chancery Declines to Exercise Equitable Jurisdiction in a Contract Action to Compel the Release of Funds Held in Escrow By K. Tyler O'Connell Albert H. Manwaring IV Alena Smith Graciano v. Abode Healthcare, Inc., C.A. No. 2022-0728-SG (Del. Ch. Mar. 4, 2024) The Court of Chancery declined to exercise subject...
26 Jun, 2024 Court of Chancery Dismisses ABC Proceeding for Failure to Comply with Statute By K. Tyler O'Connell Samuel Bashman In re Windmil Therapeutics Inc., C.A. No. 2023-1294-PAF (Del. Ch. Mar. 13, 2024) This case dealt with the voluntary assignment for the...
26 Jun, 2024 Chancery Declines to Exercise Equitable Jurisdiction in a Contract Action to Compel the Release of Funds Held in Escrow By Albert H. Manwaring IV Alena Smith K. Tyler O'Connell Graciano v. Abode Healthcare, Inc., C.A. No. 2022-0728-SG (Del. Ch. Mar. 4, 2024) The Court of Chancery declined to exercise subject...