Askari v. Pharmacy Corporation of America, C.A. 16-1123-RGA (D. Del. August 8, 2018) -
It is not always clear when two agreements are to be read as one. This is because incorporating one agreement into a second agreement...more
Hiller & Associates LLC v. Garden Fresh Restaurants LLC, C.A. 18-152-VAC-MPT (D. Del. August 9, 2018) -
This is an interesting decision because it dismisses a counterclaim that is contradicted by the claimant’s answer to...more
Triumph Aerostructures-Tulsa LLC v. Spirit Aerosystems Inc., C.A. N17C-11-262 MMJ CCLD (August 8, 2018) -
Contracts often use the word “including” as part of a definition of a term. But is that to limit or enlarge what...more
In re: TIAA-CREF Insurance Appeals, Nos. 478, 2017; 479, 2017; 480, 2017; 481, 2017 (Del. July 30, 2018) -
The Supreme Court of Delaware affirmed the Superior Court’s finding that under the relevant D&O policies at issue,...more
Lincoln Benefit Life Company v. Wilmington Trust N.A., C.A. N18C-01-082 EMD CCLD (July 31, 2018) -
This decision has an extensive discussion of when a Delaware court will stay a matter in favor of litigation in another...more
Flowshare, LLC v. Georesults Inc., C.A. N17C-07-227 EMD CCLD (July 25, 2018) -
This decision explains when a fraud claim survives a motion to dismiss that is based on the argument that an integration clause in a contract...more
We all sometimes believe we know more than what we really do understand. Despite scholarly warnings about that tendency, it continues to mislead us. Now that same error is threatening the legal profession.
Originally...more
CSH Theatres L.L.C. v. Nederlander of San Francisco Associates, C.A. No. 9380-VCMR (Del. Ch. July 31, 2018) -
This drama arises from a dispute involving the Curran Theatre in San Francisco. The decision mostly deals with...more
Sciabacucchi v. Liberty Broadband Corporation, C.A. No. 11418-VCG (Del. Ch. July 26, 2018) -
This is the second notable decision arising out of litigation involving Charter Communication’s equity issuance to its largest...more
In re Twitter Inc. Shareholder Derivative Litigation, C.A. No. 18-62-VAC-MPT (D. Del. July 23, 2018) -
Several Court of Chancery decisions discuss the appropriateness of staying a derivative action pending a related...more
Blueblade Capital Opportunities LLC v. Norcraft Cos. Inc., C.A. No. 11184-VCS (Del. Ch. July 27, 2018) -
This is an important appraisal decision because it examines, post-Dell and DFC, when the market price and deal price...more
Olenik v. Lodzinski, C.A. No. 2017-0414-JRS (Del. Ch. July 20, 2018) -
Transactions between a Delaware company and its controlling stockholder usually are subject to rigorous entire fairness review. But, under the MFW...more
A&J Capital, Inc. v. Law Office of Krug, C.A. No. 22018-0240-JRS (Del. Ch. July 18, 2018) -
This decision holds that, absent contrary language in an LLC operating agreement, members do not need to provide notice and an...more
Barnes v. Sprouts Farmers Market Inc., C.A. No. 2017-0735-MTZ (Del. Ch. July 18, 2018) -
An investor seeking books and records for the purpose of investigating wrongdoing or mismanagement must establish a “credible basis”...more
The Cirillo Family Trust v. Moezinia, C.A. 10116-CB (Del. Ch. July 11, 2018) -
This is an interesting decision for three reasons. First, it gives a good discussion of when defective corporate acts can be cured under...more
Wenske v. Blue Bell Creameries Inc., C.A. 2017-0699-JRS (July 6, 2018) -
When the parties to a LLP agree on the standard of conduct the general partner should follow, its failure to live up to that standard is a breach of...more
In Re Bay Hills Emerging Partners I L.P., C.A. No. 2018-0234-JRS (Del. Ch. July 2, 2018) -
This decision deals with the oft encountered problem of a race to different courthouses by counterparties. What makes this...more
Penton Business Media Holdings LLC v. Informa PLC, C.A. No. 2017-0847-JTL (Del. Ch. July 9, 2018) -
This decision explains the difference between agreeing to have a dispute decided by an expert rather than an arbitrator. ...more
In re CBS Corporation, C.A. No. 2018-0342-AGB (Del. Ch. July 13, 2018) -
It is well settled that members of the board of directors are entitled to essentially unfettered access to the corporation’s records to carry out...more
Basho Technologies Holdco B LLC v. Georgetown Basho Investors LLC, C.A. No. 11802-VCL (Del. Ch. July 6, 2018) -
This notable decision issued by the Court of Chancery holds an investment fund and its manager liable for over...more
Ellis v. Gonzalez, C.A. No. 2017-0342-SG (Del. Ch. July 10, 2018) -
The pre-suit demand on the board requirement for derivative litigation usually is not excused solely by a sufficiently pled disclosure violation....more
Morrison v. Berry, No. 445, 2017 (Del. July 9, 2018) -
Corwin holds that approval of a transaction by a fully-informed, uncoerced majority of the disinterested stockholders invokes the deferential business judgment...more
Once again, the Delaware courts are being accused of improperly favoring management in stockholder litigation. Those accusations have periodically surfaced over at least the last 45 years, since Professor Cary’s famous (or...more
In re Straight Path Communications Inc. Consolidated Stockholder Litigation, C.A. No. 2017-0486-SG (Del. Ch. June 25, 2018) -
When a merger closes, stockholders of the acquired company generally lose standing to pursue...more
Alarm.Com Holdings Inc. v. ABS Capital Partners Inc., C.A. 2017-0583-JTL (June 15, 2018) -
Under 8 Del C. Section 122(17) a corporation may waive any claim that a corporate opportunity was wrongfully taken by a fiduciary....more