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
Delaware Chancery Law Blog
Corporate and Commercial Practice in the Delaware Court of Chancery
The Delaware Chancery Law Blog, published by Fox Rothschild LLP, focuses on legal developments and court decisions from the Delaware Court of Chancery. It covers topics such as stockholder rights and inspection demands under Section 220, fiduciary duties and oversight obligations of corporate directors and officers, stockholder agreements and their enforceability, corporate governance disputes, and procedural issues in Delaware corporate litigation. The blog also discusses legislative proposals affecting Delaware corporate law and provides analysis of significant rulings impacting stockholder agreements and corporate board authority. It serves as a resource for understanding Delaware corporate law principles and recent judicial trends in the Court of Chancery.
Blog Authors
Latest from Delaware Chancery Law Blog
Delaware Bar Works to Limit Effects of Moelis Ruling on Stockholders Agreements
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…
No More Board Games: Delaware Court Strikes Down Key Provisions in Stockholder Agreement
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…
Court of Chancery Dismisses Claims Against McDonald’s Corp. Directors
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,…
Court of Chancery Warns Against Filing Unwarranted Claims
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.
Court of Chancery States the Test for a Permanent Injunction
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…
Court of Chancery Discusses the Knowledge Element in Pleading Tortious Interference and Aiding and Abetting Breach of Fiduciary Duty Claims
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.
Court of Chancery Examines Equitable Subject Matter Jurisdiction
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…
A Member of a Delaware LLC Can Withdraw Their Membership by Implied Agreement
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.
In 5high…
Court of Chancery Points Dissolution Petitioners to First Day Affidavits of Bankruptcy Petitioners
The Court of Chancery recently issued a decision providing guidance to practitioners submitting petitions in corporate dissolution proceedings. A copy of the Court’s decision can be found here: In the Matter of Global Safety Labs, Inc.
Section 280 of…