In the recent decision of In re: GR Burgr, LLC; GR US Licensing, LP v. Rowen Seibel, C.A. No. 12825-VCS (Del. Ch. Aug. 25, 2017), Vice Chancellor Slights entered an order judicially dissolving a Delaware limited liability company under
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.
Latest from Delaware Chancery Law Blog - Page 10
DFC Global Appraisal – Delaware Supreme Court Remands Case
In the latest of a wave of appraisal opinions issued in Delaware, on August 1st, the Delaware Supreme Court reversed the highly-publicized DFC Global appraisal ruling, in DFC Global Corporation v. Muirfield Value Partners, L.P., No. 518, 2016 (Del. Ch.…
Chancery Denies Relief Under Agreement to Negotiate
In the letter opinion of Windsor I, LLC v. CWCapital Asset Management LLC, C.A. No. 12977-CB (Del. Ch. July 31, 2017), the Court of Chancery determined the enforceability of an agreement to negotiate, under Maryland law. Plaintiff is the owner of…
Chancery Amends Rules Governing Motion Practice
Effective August 1, 2017, an amendment to Court of Chancery Rule 171(f) will go effective, setting forth word limitations for non-dispositive motions, and letters to the Court. Under the amendment, motions filed with the Court–excluding those filed under Rules 12, 23,…
Sections 204 and 205 of the DGCL Cannot Remedy Unauthorized Corporate Acts
In a matter of first impression, the Court of Chancery considered whether an “unauthorized” act–one that the majority of stockholders entitled to vote deliberately declined to authorize–but that the corporation nevertheless determined to pursue, may be deemed a “defective corporate act”…
Chancery Appraises Corporation Below Merger Price Due to Synergies
In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc., C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group, Inc., (“SWS”…
Deal Price Upheld by Chancery in PetSmart Inc. Appraisal Action
In the recent PetSmart, Inc. appraisal proceeding, styled as In re Appraisal of PetSmart Inc., C.A. No. 10782-VCS (Del. Ch. May 26, 2017), the Delaware Court of Chancery found the deal price to be the fair value of PetSmart,…
You Can’t Pick Your Facts
Clients can pick their own attorneys but they cannot pick their own facts. A recent case decided by Master Ayvazian highlights the difficulties that unfortunate facts can present.
Creditors have eight months to file a claim against an estate (see…
Derivative Demand Requirements Equally Apply to Actions Asserted by 50/50 Member of an LLC
In Delaware, to assert a derivative action against company management, either a presuit demand must be made, or plaintiff must allege that demand would be futile because the board is not disinterested. For derivative actions asserted by shareholder against…
Chancery Finds Credible Basis for Wrongdoing Warranting Inspection of Books and Records
As discussed in various prior posts, a petitioner making a Section 220 books and records demand must state a “proper purpose” to justify inspection. Commonly approved purposes include valuation of stock, and investigation of wrongdoing.
The recent decision of Rodgers…