A recent Delaware Court of Chancery decision provides an important lesson about the downside of imprecise drafting, and the need to express with precision how specific risks are to be allocated between the purchaser and seller of a business. In Julius v. Accurus Aerospace Corporation, C.A. No. 2017-0632-MTZ (Del. Ch. Oct. 31, 2019), the court rejected the claims of the buyer that the loss of substantial revenue from the most important customer of the seller…

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. A recent Court of Chancery decision gave a CBS Corp. shareholder access to the broadcaster’s internal documents regarding an imminent merger with former corporate sibling Viacom Inc. after finding a “credible basis” for the investor’s suspicion that Shari Redstone abused her control of both companies in Bucks County Employees Retirement Plan Fund …

This post juxtaposes two recent decisions from the Delaware Court of Chancery addressing a perennial favorite of Delaware corporate litigation: Stockholder demands for records under DGCL Section 220. Although the Section 220 demand was successful in the matter of Donnelly v. Keryx Biopharmaceuticals, Inc., C.A. No. 2018-0892-SG (Del. Ch. Oct. 24, 2019), by contrast: Section 220 demands were denied in post-trial opinions in the matter of Southeastern Pennsylvania Transportation Authority v. Facebook, Inc.,…

The Delaware Supreme Court recently issued an opinion that defined the words “securities claim” for purposes of determining coverage under a D&O policy. Kevin LaCroix, on his popular blog called The D&O Diary, provided recently a comprehensive overview and analysis of this decision styled In Re Verizon Insurance Coverage Appeals, Del. Supr., No. 558, 2018 (Oct. 31, 2019).  I provide the foregoing hyperlink to his helpful review of the ruling in lieu of my own…

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The law school professor widely regarded as the “dean” of Delaware corporate law told a gathering of the state’s bench and bar in Wilmington Nov. 8 that he was just fortunate to be in the right place at the dawn of the age of hostile takeover litigation. At the…