The Delaware Court of Chancery is considering a new procedure for new cases to be filed with the Court for the purpose of being arbitrated by a member of the Court. The draft rules are only preliminary proposals subject to change. Chancellor William Chandler, III discussed the draft rules in a presentation to members [...]
eBay v. Craigslist (eBay Domestic Holdings v. Newmark), is a case scheduled to be tried in the Delaware Court of Chancery starting on Monday. The case involves important issues of corporate law and corporate litigation arising, among other things, from board membership on, and investments by, one competitor in another competitor, and the [...]
State Line Ventures, LLC v. RBS Citizens, No. 4705-VCL (Dec. 2, 2009), read letter decision here.
This letter decision of the Delaware Court of Chancery must be read by any Delaware lawyer serving as "local counsel", and more importantly, should be required reading for any non-Delaware lawyer (or any out of state [...]
State Line Ventures, LLC v. RBS Citizens, No. 4705-VCL (Dec. 2, 2009), read letter decision here.
This letter decision of the Delaware Court of Chancery must be read by any Delaware lawyer serving as "local counsel", and more importantly, should be required reading for any non-Delaware lawyer (or any out of state [...]
Courtesy of my partner, Steve Ludwig, we bring our loyal readers the following summary of amendments to the Federal Rules of Civil Procedure that should be of importance to all litigators. (N.B.: The Rules of Civil Procedure for Delaware's state courts are based on the federal rules, so this may be an indication [...]
In the Matter of Texas Eastern Overseas, Inc., No. 4326-VCN (Del Ch. Nov. 20, 2009), read opinion here. This Chancery Court decision addressed the petition for the appointment of a receiver of a dissolved corporation.
The goal of the petition in this case was to allow a company called AmeriPride to sue [...]
I hope that my regular readers will excuse this short diversion of an "off topic" court decision. Very briefly, I want to note a recent en banc decision of the U.S. Court of Appeals for the Second Circuit that weighs in at 184 pages long, including 4 separate dissents. The dissent of Judge Calabresi [...]
In Levinhar v. MDG Medical, Inc., No. 4301-VCS (Del. Ch., Nov. 24, 2009), read opinion here, the Delaware Court of Chancery explains the expansive scope of claims allowable in a summary proceeding pursuant to Section 225 of the Delaware General Corporation Law (DGCL). Section 225 proceedings are summary in nature and are designed [...]
In Minna v. Energy Coal, S.p.A., et al., No. 267, 2009, (Del. Supr., Nov. 16, 2009), read opinion here, the Delaware Supreme Court upheld a default judgment in eight figures and monetary penalties in substantial six figures, imposed as retribution for multiple violations of several discovery orders and related pre-trial deadlines that were flouted [...]
Airborne Health, Inc. v. Squid Soap, LP, C.A. No. 4410-VCL (November 23, 2009), read opinion here . A prior decision of the Court in this case was highlighted here. This Chancery Court decision addresses the distinction between an anti-reliance clause and an integration clause in a contract. There is [...]
In Laborers Local 235 Benefit Funds v. Starent Networks, Corp., et al., C. A. No. 5002-CC (Del. Ch. Nov. 18, 2009), read letter decision here, the Court granted plaintiff’s motion to expedite this matter based on the stock based compensation expense disclosure claim.
Kevin Brady, a highly regarded Delaware litigator, provided the [...]
I am blogging from the ABA Business Law Section Fall Meeting in D.C. This post is the product of the notes taken at the following panel presentation:
Federalization of Corporation Law in a Time of Crisis - Which Institutions are Best Able to Improve Corporate Governance and Performance Going Forward. Presented by: [...]
City of Roseville Employees' Retirement System v. Horizon Lines, Inc., No. 08-969 (D.Del., Nov. 13, 2009), read opinion here.
The U.S. District Court for the District of Delaware dismissed a putative class action lawsuit alleging that Horizon Lines Inc. and its senior officers misled investors by attributing the Company’s earnings and financial' [...]
Lefkowitz v. HWF Holdings, LLC, No. 4381-VCP (Del. Ch. Nov. 13, 2009), read opinion here. This 30-page opinion is a helpful primer on the recurring topics of both procedural and substantive arbitrability. That is, it addresses when the applicability of an arbitration clause in an agreement can, or cannot, be decided in the first [...]
Amirsaleh v. NY Board of Trade. A short video clip of the trial in this case that is ongoing this week in the Delaware Court of Chancery is available here, courtesy of www.courtroomview.com Prior decisions of the Court of Chancery in this case highlighted on this blog are available [...]
Lola Cars Int'l Limited v. Krohn Racing, LLC, No. 3379-VCN (Del. Ch. Nov. 12, 2009), read 31-page letter decision here. This decision of the Delaware Court of Chancery is chock full of substantive Delaware LLC law that is of practical usefulness for business lawyers and litigators.
Key Issues Addressed
Dissolution requested' [...]Professor Steve Bainbridge writes here about the recent increase in the possibility (risk?) of greater federal encroachment into the governance of the internal affairs of corporations, expanding on the scholarship of Professor Mark Roe that we have previously highlighted here. As most readers of this blog know well, the law of the [...]
eBay Domestic Holdings, Inc. v. Newmark, et al., No. 3705-CC (Del. Ch. Nov. 9, 2009), read letter decision here. See summaries of multiple prior decisions by the Chancery Court in this case here.
In this short letter ruling, the Court of Chancery ruled on motions in limine regarding the admissibility of evidence to support [...]
The ABA Business Law Section's Fall Meeting at the Ritz-Carlton in Washington, D.C., on November 20, 2009, will feature a panel that includes the Chief Justice of the Delaware Supreme Court and the newest member of the Delaware Court of Chancery, who will discuss the following timely topic:
Federalization of Corporation Law in [...]
Reserves Development LLC v. Crystal Properties LLC, (Del. Supr., Nov. 4, 2009), read opinion here. Although this is an appeal from a Delaware Superior Court decision, prior decisions of the Delaware Supreme Court and Delaware Court of Chancery involving related aspects of this imbroglio, were highlighted on this blog [...]
Airborne Health Inc. v. Squid Soap, LP., No. 4410-VCL (Del. Ch., Oct. 28, 2009), read letter ruling here.
In this two-page letter decision, the Court of Chancery cited to several cases to support its position that whether or not to stay discovery is a discretionary matter for the Court, and reasoned that a potentially case-dispositive [...]
New Castle Shopping, LLC v. Penn Mart Discount Liquors, Ltd., et al., No. 4257-VCL (Del. Ch., Oct. 27, 2009), read letter decision here.
[This ruling is among the first written decisions from the newest member of the Court, within the same month of his investiture. Here is an interview on this blog with the Court's newest member.] A prior [...]
Jones v. Harris is a case that was argued at the U.S. Supreme Court yesterday and is the focus of much scholarly commentary by corporate law professors around the blogosphere. We previously blogged here and here about the background of the case, which deals, among other things, with a federal statute [...]
We have all encountered tough judges, but the one depicted in the below drawing may be tougher than most, regardless of one's views on the Second Amendment. Courtesy of Charles Fincher at www.lawcomix.com
[...]
Dutiel v. Tween Brands, Inc., No. 4743-CC and No. 484-CC (Oct. 28, 2009), read letter decision here. Read prior Chancery Court decision in this case highlighted on this blog here. In this most recent ruling, the Chancellor denied a motion for reconsideration of the Court's selection of lead counsel in a consolidated class' [...]
eBay Domestic Holdings, Inc. v. Newmark, No. 3705-CC (Del. Ch. Oct. 29, 2009), read opinion here. See prior Chancery Court decisions in this case summarized here and here. This letter decision rules on a Motion to Compel discovery responses and continuations of depositions.
Background and Prior Order
There were six separate [...]
In re John Q. Hammons Hotels Inc. Shareholder Litigation, No. 758-CC (Del. Ch. Oct. 2, 2009), read opinion here. A prior decision in this case by the Court of Chancery was highlighted here.
Kevin Brady, a highly respected Delaware litigator, prepared this synopsis.
This dispute arose out of the merger involving John Q. [...]
Third Avenue Trust v. MBIA Insurance Corp., No. 4486-VCS (Del. Ch. Oct. 28, 2009), read opinion here. This Court of Chancery case involves the rather uncommon result in which the Court declined to exercise jurisdiction over a dispute.
Although it may be admittedly simplistic to highlight this case in such a [...]
Xu v. Heckmann Corporation, No. 4673-CC (Del. Ch. October 26, 2009), read opinion here.
The Chancellor of the Delaware Court of Chancery in this opinion decides a Motion to Dismiss Counterclaims involving issues related to fraud allegations against a director. The founder of a selling company, based in China, became a [...]
Retirement Board of Allegheny County v. Rothblatt, et al., No. 4946-CC (Del. Ch., Oct. 13, 2009), read opinion here.
Kevin Brady, a distinguished Delaware litigator, provides this case synopsis.
Plaintiffs asked for expedited treatment in a preliminary injunction action brought to enjoin the exercise of options issued under an option exchange plan. On [...]
In LeCroy Corp. v. Hallberg, No. 4328-VCP (Del. Ch. Oct. 7, 2009), read opinion here, the Court of Chancery granted Defendants' motion to dismiss an individual defendant from the action due to a lack of personal jurisdiction but denied defendants’ motion to dismiss based on forum non conveniens. For other' [...]
One of my favorite U.S. Supreme Court justices, Clarence Thomas, was quoted here in a comparatively rare public question and answer session. He comments about his views on oral argument and why he thinks there are too many members on the SCOTUS bench from Ivy League schools and not enough "geographical [...]
Prof. Larry Ribstein, the country's leading authority on LLCs and other alternative entities, has just announced his newest publication called "The Rise of the Uncorporation", posted here.
The abstract for Chapter One follows:
The analysis of business associations largely has been limited to corporations. Yet unincorporated firms, including general and limited partnerships [...]
In two actions involving challenges to a consummated acquisition, the Court of Chancery in In re Nymex Shareholder Litigation, Nos. 3621-VCN, 3835-VCN and Greene v. New York Mercantile Exchange, Inc., et al., No. 3835-VCN (Del. Ch. Sept. 30, 2009), read opinion here, dismissed a multitude of conclusory allegations regarding breaches of [...]
Last week the Delaware Court of Chancery heard arguments in the litigation involving the Bank of America and Merrill Lynch merger.
The Courtroom View Network has made available a free video/audio clip here of that hearing, which they provide with the following introductory background description of the matter:
Hearing on defendant's motion [...]
Choice Hotels International, Inc. v. Columbus-Hunt Park Dr. Bnk Investors, L.L.C., No. 4353-VCP (Del. Ch. Oct. 15, 2009), read corrected opinion here (and letter accompanying corrected version here.) This Chancery Court decision involves a dispute pursuant to Section 18-110 of the Delaware LLC Act regarding who the proper manager of the [...]
Total Holdings USA, Inc. v. Curran Composites, Inc., No. 4494-VCS ( Del. Ch. Oct. 9, 2009), read opinion here.
Professor Larry Ribstein has already prepared a scholarly analysis of this case, primarily addressing the choice of law aspects of the opinion. Here is a link to his expert insights on his [...]
Viking Pump, Inc. v. Century Indemnity Company, et al., No. 465-VCS (Del. Ch., Oct. 14, 2009), read opinion here
The Delaware Court of Chancery’s 90-page opinion in this case, involving esoteric issues of whether certain claims are covered by historic insurance policies, may qualify in some circles merely by virtue of [...]
Beard Research, Inc., et al. v. Michael J. Kates, et al., No. 1316-VCP,(Del. Ch. Oct. 1, 2009), read opinion here.
Kevin Brady, a highly regarded Delaware litigator, and an e-discovery expert, provided this synopsis.
This Court of Chancery decision is a follow-up to the Court’s opinion dated May 29, 2009, which [...]
In a post-trial opinion in City of Westland Police & Fire Retirement System v. Axcelis Techs., Inc., C.A. No. 4473-VCN (Del. Ch. Sept. 28, 2009), read opinion here, the Court of Chancery denied a stockholder’s request pursuant to § 220 to inspect the company’s books and records because the stockholder [...]
For those interested in the most recent developments in the Delaware law of LLCs and well as a review of recent Delaware corporate cases, the ABA is sponsoring a seminar that will be presented by teleconference on October 14 at 1:00p.m. EST. The presentation is based on articles appearing in the [...]
Dutiel v. Tween Brands, Inc., No. 4743-CC (Del. Ch. Oct. 2, 2009), read letter decision here.
This letter decision of the Court of Chancery addresses the issue of who should be appointed as lead counsel in this consolidated class action.
The different plaintiffs in the two different cases sought the appointment of two different [...]
Courtesy of its author, Stephen A. Radin, I just received a free copy of the four volume treatise entitled: The Business Judgment Rule: Fiduciary Duties of Corporate Directors, Sixth Edition. No less an authority than former Delaware Chief Justice E. Norman Veasey, in a foreword to the current edition, recommends [...]
Vice Chancellor J. Travis Laster, the newest member of the Delaware Court of Chancery, is the first member of the Court to be interviewed for this blog.
The Honorable J. Travis Laster was sworn in at an investiture ceremony at the Court today, October 9, 2009. His Honor took a [...]
This year's Distinguished Lecturer is Professor Edward Rock of the University of Pennsylvania Law School, a nationally recognized corporate law expert. A summary of his background and a sampling of his scholarship are provided in the announcement here. The origin of the Annual F. G. Pileggi Distinguished Lecture in Law, sponsored' [...]
BabyAge.com, Inc. v. Weiss, No. 4576-CC (Del. Ch. Oct. 1, 2009), read opinion here.
This Chancery Court decision addressed two issues: (1) a motion for leave to amend a complaint; and (2) a motion to overturn the decision of a Special Master regarding advancement issues.
Court of Chancery Rule 15(d) [...]
eBay Domestic Holdings, Inc. v. Newmark, No. 3705-CC (Del. Ch. Oct. 2, 2009), read letter decision here. See prior decision by the Court of Chancery in this case summarized on this blog here.
The procedural context of this letter opinion was a Motion to Dismiss, alleging that the issues presented were [...]
In West Willow-Bay Court, LLC v. Robino-Bay Court Plaza, LLC, No. 2742-VCN (Del. Ch. Oct. 6, 2009), read opinion here, the Delaware Chancery Court discussed the theories of mutual mistake and unilateral mistake as a basis to reform a contract. After applying the facts and analyzing the issues, the [...]
