Delaware Chancery Law Blog

Corporate and Commercial Practice in the Delaware Court of Chancery

Blog Authors

Kasey DeSantis

Latest from Delaware Chancery Law Blog

Delaware Chancery Law Blog

Delaware State Courts to Remain Closed to the Public Through June 13

By Seth A. Niederman

May 14, 2020

On May 14, 2020, Delaware Chief Justice Seitz entered an Order further extending the public closure of all Delaware State courthouses and their administrative offices through June 13, 2020 (a copy of the Extension of Judicial Emergency Order can be found here). During this time, access to State courthouses is restricted to emergency and essential hearings and operations. Non-emergency and non-essential telephonic arguments, telephonic hearings or videoconferences shall continue to proceed at the discretion…

Delaware Chancery Law Blog

Court of Chancery Weighs Terminating M&A Deals Under Material Adverse Effect Clauses

By Fox Rothschild LLP

May 13, 2020

The COVID-19 pandemic is shaking up M&A transactions and the Court of Chancery has seen a sudden uptick in litigation. In a recently published article, two of my Fox Rothschild colleagues – Chaney Hall and Katelyn Crawford – note that buyers with cold feet are invoking their agreement’s material adverse effect clauses (MAE) to justify terminating or postponing the deal, sparking complaints primarily filed by sellers seeking specific performance to compel a buyer to close…

Delaware Chancery Law Blog

Delaware Supreme Court Validates Charter Provisions Requiring that Federal Securities Act Claims be Brought in Federal Court

By Fox Rothschild LLP & Kasey DeSantis

April 28, 2020

In the highly anticipated decision of Salzberg v. Sciabacucchi, No. 346, 2019, 2020 WL 1280785 (Del. Mar. 18, 2020), the Delaware Supreme Court held that a provision in several Delaware corporations’ charters, requiring that actions arising under the Securities Act of 1933 (the “Securities Act”) be brought in federal court, was valid and enforceable. Background/Court of Chancery Decision Appellee, Matthew Sciabacucchi, purchased shares in three Delaware corporations in their initial public offerings or shortly…

Delaware Chancery Law Blog

Court of Chancery Opinion Addresses the Equitable Dissolution of a Delaware LLC

By Fox Rothschild LLP

April 12, 2020

Section 18-802 of Delaware’s Limited Liability Act (“LLC Act”) provides a statutory basis for the Court of Chancery to dissolve a Delaware LLC. The statute, which confers standing upon an LLC member of manager, states that the Court of Chancery “may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement.” 6 Del. C. § 18-802. The question becomes, may…

Delaware Chancery Law Blog

Chancery Hearings and Trials to be Held Telephonically for 30 Days

By Fox Rothschild LLP

March 16, 2020

This morning, the Delaware Court of Chancery issued Standing Order No. 2 Concerning COVID-19 Precautionary Measures. Pursuant to Standing Order No. 2, all Chancery hearings and trials will be conducted only telephonically for the next 30 days, absent a party requesting an in-person hearing and demonstrating imminent irreparable harm. Standing Order No. 2 replaces the Court of Chancery’s original standing order in its entirety, which was issued last week. A full list of the…

Delaware Chancery Law Blog

The Delaware Judiciary’s Response to the Coronavirus (COVID-19)

By Fox Rothschild LLP

March 15, 2020

In light of the outbreak of the novel coronavirus (COVID-19), the Courts of the State of Delaware have issued various standing orders to institute precautionary methods in dealing with this worldwide pandemic. A full list of the orders and related press releases can be found on the Delaware Judiciary’s website. A summary of the orders and press releases issued by each Delaware State Court is set forth below: Delaware Supreme Court Issued an Order…

Delaware Chancery Law Blog

NantHealth Inc. Directors Dismissed from Suit, with Exception of Breach of Fiduciary Duty Claims Against Founder

By Fox Rothschild LLP

January 26, 2020

In the recent decision handed down by Chancellor Bouchard in the case of In re NantHealth, Inc. Stockholder Litigation, Lead C.A. No. 2018-0302-AGB (Del. Ch. Jan. 14, 2020), the Delaware Court of Chancery granted in part and denied in part a motion to dismiss filed by the director defendants of NantHealth, Inc. In this consolidated lawsuit, several NantHealth investors asserted that Patrick Soon-Shiong, a South African billionaire who invented the cancer fighting drug Abraxane, and two former…

Delaware Chancery Law Blog

AmerisourceBergen Ordered to Produce Board Level Documents Relating to Opioid Investigations in Section 220 Books and Records Action

By Fox Rothschild LLP

January 19, 2020

In one of the more lengthy decisions issued in a books and records case commenced under 8 Del. C. § 220, Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, Vice Chancellor Laster ordered AmerisourceBergen Corporation (“AmerisourceBergen” or the “Company”) to make available for inspection board-level documents formally evidencing the directors’ deliberations and decisions and the materials that the directors formally received and considered (the “Formal Board Materials”) relating to whether AmerisourceBergen engaged in wrongdoing…

Delaware Chancery Law Blog

Delaware Supreme Court Justices Confirmed by Delaware Senate

By Fox Rothschild LLP

November 30, 2019

The Delaware Senate recently confirmed Governor John Carney’s nominees to serve as the Chief Justice and Associate Justice of the Delaware Supreme Court. In October of 2019, former Associate Justice Collins Seitz, Jr. was nominated by the Governor to replace Leo. E. Strine, Jr. as the Chief Justice, in light of the latter’s retirement. Tamika Montgomery-Reeves, who previously served as a Vice Chancellor of the Delaware Court of Chancery since 2015, was nominated to replace…

Delaware Chancery Law Blog

Chancery Approves Section 220 Books and Records Demand to Investigate Merger Process

By Fox Rothschild LLP

September 16, 2019

In the recent decision of Kosinski v. GGP, Inc., C.A. No. 2018-0540-KSJM (Del. Ch. Aug. 29, 2019), the Delaware Court of Chancery granted a stockholder’s books and records demand under Section 220 of the Delaware General Corporation Law (“DGCL”) to inspect the books and records of defendant GGP Inc. (“GGP”) in order to investigate potential mismanagement in connection with the merger of defendant corporation. Through the merger, GGP, a real estate company, was acquired by…

Delaware Chancery Law Blog

Corporate and Commercial Practice in the Delaware Court of Chancery

Blog Authors

Delaware State Courts to Remain Closed to the Public Through June 13

Court of Chancery Weighs Terminating M&A Deals Under Material Adverse Effect Clauses

Delaware Supreme Court Validates Charter Provisions Requiring that Federal Securities Act Claims be Brought in Federal Court

Court of Chancery Opinion Addresses the Equitable Dissolution of a Delaware LLC

Chancery Hearings and Trials to be Held Telephonically for 30 Days

The Delaware Judiciary’s Response to the Coronavirus (COVID-19)

NantHealth Inc. Directors Dismissed from Suit, with Exception of Breach of Fiduciary Duty Claims Against Founder

AmerisourceBergen Ordered to Produce Board Level Documents Relating to Opioid Investigations in Section 220 Books and Records Action

Delaware Supreme Court Justices Confirmed by Delaware Senate

Chancery Approves Section 220 Books and Records Demand to Investigate Merger Process

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