The Delaware Revised Uniform Limited Partnership Act (“DRULPA”) sets forth the standard to dissolve a limited partnership formed under Delaware law.  6 Del. C. § 17-101, et seq. Under Section 17-801 of the DRULPA, a Delaware limited partnership will voluntarily dissolve upon the occurrence of certain events, including: (i) at a time specified in the limited partnership agreement; (ii) upon the happening of events specified in the limited partnership agreement; or (iii) the vote of at…

The Delaware Supreme Court recently handed down a significant decision implicating several common defenses raised to a books and records demand made under Section 220 of the Delaware General Corporation Law.  The opinion is AmerisourceBergen Corporation v. Lebanon County Employees Retirement Fund, No. 60, 2020 (Del. Supr. Dec. 10, 2020). The decision is an important read in that it invalidates two common defenses relied upon by corporations to oppose an inspection demand.  The decision…

In the recent opinion of Stream TV Networks, Inc. v. SeeCubic, Inc., C.A. No. 2020-0310-JTL (Del. Ch. Dec. 8, 2020) (Laster, V.C.), Vice Chancellor Laster invoked over a century-long development of Delaware corporate jurisprudence to support his ruling that the assets of a 3D television technology company can be transferred to secured creditors, notwithstanding the language of Section 271 of the Delaware General Corporation Law (“DGCL”). The Court of Chancery granted Defendant SeeCubic Inc.’s…

In a recent opinion issued by the Delaware Court of Chancery, Perryman v. Stimwave Technologies, Inc., C.A. No. 2020-0079-SG, the Vice Chancellor Glasscock ruled upon whether directors of a Delaware corporation were entitled to advancement under the corporation’s bylaws, pursuant to 8 Del. C. § 145(e).  This opinion is an important read for litigators and practitioners as it provides a helpful roadmap for those parties seeking advancement under Delaware law. In Perryman, whether the…

In a brief and short letter opinion of Durham v. Grapetree, LLC, Civil Action No. 2018-0174-SG (Del. Ch. Oct. 8, 2020), Vice Chancellor Glasscock ruled upon a pro se litigant’s books and records demand after it was remanded to the Court of Chancery on appeal.  The plaintiff attached a number of books and records demands made to the defendant LLC, some timely and others untimely.  Initially, the Court granted two of Plaintiff’s demands.  Plaintiff…

Federal Rule of Civil Procedure 30(b)(6) now includes a confer-in-good-faith requirement.  The amendment addresses perceived deficiencies in the Rule 30(b)(6) process, including inadequately prepared witnesses and deficient notices. To address these challenges, the rule makers concluded that requiring lawyers to address such issues in advance will increase clarity and resolution. The new amendment provides as follows: Before or promptly after the notice or subpoena is served, the serving party and the organization must confer in…