The Delaware General Assembly recently signed a bill amending the Delaware Statutory Trust Act (the “DSTA”). Most of the amendments became effective on August 1, 2022; however, a few amendments will not become effective until...more
Delaware recently approved amendments to three Delaware statutes, collectively known as the Alternative Entity Statutes:
• the Delaware Limited Liability Company Act (LLCA) ...more
While Delaware is nationally known as the preferred jurisdiction for corporations, it is likewise recognized as a leader in the area of statutory trusts. The State of Delaware, in 1988, adopted the Delaware Business Trust...more
The Corporate Law Section of the Delaware State Bar Association recently approved amendments to three Delaware statutes collectively known as the Alternative Entity Statutes...more
Roccia v. Mugica, C.A. No. 2020-0641-MTZ (Del. Ch. Dec. 29, 2020) -
The inherent authority of officers of Delaware companies generally extends to powers in the usual and ordinary course of the relevant company’s business....more
In re Baker Hughes Inc. Merger Litigation, C.A. No. 2019-0638 AGB (Del. Ch. Oct. 27, 2020).
This decision arose out of a merger involving Baker Hughes and the oil and gas segment of General Electric (GE). Stockholders of...more
In re Terraform Power, Inc. Stockholders Litigation, C.A. No. 2019-0757-SG (Del. Ch. Oct. 30, 2020) -
In Terraform Power, the Court of Chancery declined the defendants’ invitation to disregard the rationale of Gentile v....more
Pilot Air Freight, LLC v. Manna Freight Systems, Inc., C.A. No. 2019-0992-JRS (Del. Ch. Sept. 18, 2020) -
In a familiar fact pattern, an acquirer of a business brought suit against sellers claiming, inter alia, that the...more
Ferrellgas Partners L.P v. Zurich American Insurance Company, C.A. No. N19C-05-275 MMJ CCLD (Del. Super. Aug. 20, 2020) -
The Superior Court of Delaware, Complex Commercial Litigation Division recently expanded on its...more
Pfizer, Inc. v. U.S. Specialty Insurance Company, C.A. No. N18C-01-310 PRW CCLD (Del. Super. Aug. 28, 2020) -
On cross-motions for summary judgment in a director and officer insurance coverage dispute, the Superior Court...more
Otto Candies, LLC v. KPMG, LLP, C.A. No. 2018-0435-MTZ (Del. Ch. Aug. 21, 2020) -
The Court of Chancery dismissed a complaint filed by creditors and former business affiliates of a defunct Latin American offshore oil...more
Fir Tree Value Master Fund, L.P. v. Jarden Corp., No. 454, 2019 (Del. July 9, 2020) -
Adding to its appraisal jurisprudence, the Supreme Court of Delaware recently affirmed the use of the unaffected trading price of a...more
Forescout Tech., Inc. v. Ferrari Grp. Holdings, L.P., C.A. No. 2020-0385-SG (Del. Ch. July 14, 2020) -
In the midst of this global pandemic, the Court of Chancery certified an interlocutory appeal to the Delaware Supreme...more
HUMC Holdco, LLC, et al. v. MPT of Hoboken TRS, LLC, et al., C.A. No. 2019-0972-KSJM (Del. Ch. July 2, 2020)
Litigation arose among members of a limited liability company regarding the operating agreement’s right of first...more
AssuredPartners of Virginia, LLC v. Sheehan, C.A. No. N19C-02-175 AML CCLD (Del. Super. Ct. May 29, 2020) -
A disgruntled buyer brought suit against its seller for breaches of representations and warranties four years...more
The Chemours Co. v. DowDuPont Inc., et al., C.A. No. 2019-0351-SG (Del. Ch. Mar. 30, 2020).
The subsidiary-plaintiff, created after the reorganization of the parent-defendant, brought an action against its parent and...more
360 Campaign Consulting, LLC v. Diversity Communication, LLC, C.A. No. 2019-0807-MTZ (Del. Ch. Mar. 20, 2020).
Following a dispute between the two members of a Delaware LLC, Plaintiff filed an eleven (11) count complaint...more
Bamford v. Penfold, L.P., C.A. No. 2019-0005-JTL (Del. Ch. Feb. 28, 2019).
After realizing that a 2016 reorganization stripped them of their voting and other governance rights in a highly profitable limited liability...more
O’Gara v. Coleman, C.A. No. 2018-0708-KSJM (Del. Ch. Feb. 14, 2020).
This action arose out of corporate infighting among certain directors and investors at a nutrient-infused water company....more
Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corp., C.A. No. 2019-0527-JTL (Del. Ch. Jan. 13, 2020).
Section 220 of the Delaware General Corporation Law (“DGCL”) provides stockholders seeking information...more
Morrison v. Berry, C.A. No. 12808-VCG (Del. Ch. Dec. 31, 2019).
Plaintiff, a former stockholder of The Fresh Market, Inc. (the “Company”), brought claims arising out Apollo’s 2016 acquisition of the Company....more
Sun Life Assurance Company of Canada v. Wilmington Savings Fund Society, FSB, C.A. No. N18C-08-074 PRW CCLD (Del. Super. Dec. 19, 2019).
Motions to disqualify counsel rarely succeed in the Delaware courts. This decision...more
Lynch v. Gonzalez, C.A. No. 2019-0356-MTZ (Del. Ch. Nov. 18, 2019).
The plaintiff brought suit seeking confirmation that it validly acquired from defendants a majority ownership interest and the concomitant right to manage...more
High River Limited Partnership v. Occidental Petroleum Corp., C.A. No. 2019-0403-JRS (Del. Ch. Nov. 14, 2019).
Section 220 of the DGCL grants stockholders a qualified right to inspect corporate books and records “necessary...more
Tornetta v. Musk, C.A. No. 2018-0408-JRS (Del. Ch. Sept. 20, 2019).
Under Delaware law, executive compensation decisions by a corporation’s board of directors generally are entitled to deferential judicial review, and even...more