In Re Hansen Medical Inc. Stockholders Litigation, C.A. 12316-VCMR (June 18, 2018) -
This is another decision in a series of recent decisions where the Court of Chancery had to decide if a less-than-50% stockholder...more
Every transaction to some extent is based on trust. At least a buyer trusts that a seller is not actively trying to defraud him. But, when is that trust reasonable? That question is important because a buyer claiming fraud...more
CertiSign Holding Inc. v. Kulikovsky / Kulikovsky v. CertiSign Holding Inc., C.A. No. 12055-VCS (Del. Ch. June 7, 2018) -
When a corporation accidentally issues defective stock or takes some other defective corporate act,...more
Full Value Partners L.P. v. Swiss Helvetia Fund Inc., C.A. No. 2017-0303-AGB (Del. Ch. June 7, 2018) -
A representative plaintiff who confers a non-monetary benefit on the represented class will be entitled to an award of...more
World Class Wholesale LLC v. Star Industries Inc., C.A. N17C-05-093 MMJ (May 22,2018) -
This decision explains that when a contract may be validly terminated in less than a year the statute of frauds does not apply....more
Black Diamond Hope House Inc. v. U&I Investments LLC, C.A. K15C-12-034 JJC (May 22, 2018) -
If a contract spells out when the time to sue under it starts to run, the time of discovery rule does not apply. Instead, the...more
Viking Pump Inc. v. Century Indemnity Company, C.A. N10C-06-141 PRW CCLD (May 23, 2018) -
This decision has an important warning. A complaint for a declaratory judgment does not alone entitle a plaintiff to a monetary...more
City Of North Miami Beach General Employees’ Retirement Plan v. Dr. Pepper Snapple Group Inc., C.A. No. 2018-0227-AGB (Del. Ch. June 1, 2018) -
In a reverse triangular merger, a parent company uses a subsidiary to acquire...more
Glidepath Limited v. Beumer Corporation, C.A. No. 1220-VCL (Del. Ch. June 4, 2018) -
This decision addresses two contracting parties’ divergent expectations relating to whether a delayed closing affected the agreement’s...more
Steinberg v. Bearden, C.A. No. 2017-0286-AGB (Del. Ch. May 30, 2018) -
This is an interesting decision for its discussion of when pre-suit demand on the board is not excused for a derivative complaint alleging the...more
In Re Energy Transfer Equity, L.P. Unitholder Litigation, C.A. No. 12197-VCG (Del. Ch. May 17, 2018) -
Conflicted transactions are commonplace in the master limited partnership (MLP) context. The entity’s operating...more
This opinion arises out of the appraisal proceeding relating to Hewlett-Packard’s purchase of Aruba Networks. The case led to two notable opinions, so far.
The first notable opinion was the Court’s original post-trial...more
CBS Corp., et al. v. National Amusements, Inc., et al., C.A. No. 2018-0342-AGB (Del. Ch. May 17, 2018) (Letter Op.) -
Arising out of the highly-publicized dispute over the proposed transaction involving CBS and Viacom,...more
MHS Capital LLC v. Goggin, C.A. No. 2017-0449-SG (May 10, 2018) -
Alternative entity agreements may eliminate common law fiduciary duties and often do, supplanting them with contractual fiduciary duties....more
PR Acquisitions LLC v. Midland Funding LLC, C.A. 2017-0465-TMR (April 30, 2018) -
This is an important decision because it teaches two important lessons. First, when an asset sale agreement contains explicit requirements...more
Capone v. LDH Management Holdings LLC, C.A. No. 11687-VCG (April 25, 2018) -
Under the LLC Act, as with the DGCL, an entity planning to dissolve and distribute its assets is required to set aside some reserve of assets to...more
Leaf Invenergy Company v. Invenergy Wind LLC, C.A. 11830-VCL (April 19, 2018) -
This is an important decision because it points out that the breach of a contract does not always mean damages will be awarded....more
R.A. Feuer v. Redstone, C.A. 12575-CB (April 19, 2018) -
This decision involves the rare case where a waste claim is well plead. ...more
Change Capital Partners Fund I, LLC v. Volt Electrical Systems LLC, C.A. N17C-05-290 RNC (April 3, 2018) -
This decision holds that a contractual provision adopting Delaware law will generally be upheld. ...more
Wypie Investments LLC v. Homschek, C.A. N14C-08-140 WCC CCLD (March 28, 2018) -
This decision clarifies that negligent representation claims can only be brought in the Delaware Court of Chancery. ...more
Lincoln Benefit Life Company v. Wilmington Trust N.A., C.A. N17C-08-301 ALR (April 5, 2018) -
This decision holds that a case will not be dismissed on forum grounds just because it involves the interpretation of another...more
RCS Creditor Trust v. Schorsch, C.A. No. 2017-178-SG (Del. Ch. Apr. 5, 2018) -
This is an interesting decision for two reasons. First, it distinguishes between classic self-dealing claims and tag-along challenges to...more
In re Tesla Motors Inc. Stockholder Litigation, C.A. No. 12711-VCS (Del. Ch. Mar. 28, 2018) -
Under Delaware law, a controlling stockholder need not be a majority stockholder. Rather, a controlling stockholder might be a...more
LVI Group Investments LLC v. NCM Group Holdings LLC, C.A. No. 12067-VCG (Del. Ch. Mar. 28, 2018) -
In Hazout v. Tsang Mun Ting, 134 A.3d 274 (Del. 2016), the Delaware Supreme Court expanded the basis for personal...more
Decisivedge LLC v. VNU Group LLC, C.A. N17C-05-584 WCC CCLD (March 19, 2018) -
Too frequently a plaintiff seeks to buttress its case by adding a fraud or tort claim to what is really just a breach of contract....more