Long after a business is sold, the parties may find themselves litigating any number of aspects of the deal. In recent years, post-closing disputes involving “earnout” provisions have become increasingly common in Delaware. Under a typical earnout arrangement, the seller
On October 31, 2024, the Delaware Court of Chancery issued a letter opinion in Martin Floreani v. FloSports, Inc. that underscores Delaware’s exacting standards for stockholder inspection rights under 8 Del. C. § 220 (“Section 220”). The decision highlights the
In a lightning-fast response to the recent ruling in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., the Delaware State Bar Association’s Council of the Corporate Law Section has proposed an amendment to the Delaware General Corporation Law
The Delaware Court of Chancery is striking back against “new wave” stockholder agreements, which feature stockholder preapproval rights and board restrictions, rather than covenants among stockholders regarding traditional stockholder rights.
Emily J. Yukich and Jonathan Dolgin examined the ruling in
The Court of Chancery recently dismissed claims for breach of fiduciary duty, breach of the duty of oversight, and waste against the board of directors of McDonald’s Corporation.
In In re McDonald’s Corp. Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL,
The Court of Chancery recently warned that knowingly filing claims that lack subject matter jurisdiction violates Rule 11 and risks referral to the Office of Disciplinary Counsel. In Fintech Consulting LLC v. TSR, Inc., et al., C.A. No. 2023-0030-MTZ (Del.
The Court of Chancery recently stated the appropriate test for a permanent injunction. In In re Covid-Related Restrictions on Religious Services, C.A. No. 2021-1036-JTL (Del. Ch. Nov. 22, 2022), religious leaders claimed that restrictions imposed during the COVID-19 pandemic
A recent Court of Chancery case discusses the difference between pleading the knowledge element in complaints asserting claims for tortious interference with contract and aiding and abetting breach of fiduciary duty.
The Court of Chancery recently considered the scope of its limited jurisdiction related to claims of equitable fraud. In Trust Robin, Inc. v. Tissue Analytics, Inc., et al., C.A. No. 2021-0806-SG (Del. Ch. Sept. 29, 2022), the Plaintiff asserted
The Court of Chancery recently concluded that a member of a Delaware LLC could reach an implied contractual agreement to withdraw as a member of the LLC, even if the LLC does not have a written operating agreement.
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