The Delaware Supreme Court opinion in AB Stable VIII LLC v. MAPS Hotels and Resorts One, LLC, et al., No. 71, 2021, (Del. Dec. 8, 2021), considers whether a business’s response to the COVID-19 pandemic violated an “ordinary course covenant”
Latest from Delaware Chancery Law Blog - Page 2
Stockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger
In Todd Swift v. Houston Wire & Cable Co., C.A. No. 2021-0525-LWW, memo. op. (Del. Ch. Dec. 3, 2021), the Court of Chancery found that a stockholder lacked standing to seek inspection of books and records under 8 Del. C.
The Delaware Court of Chancery Adopts Outsider Reverse Veil-Piercing
In the context of a statutory appraisal judgment, the Delaware Court of Chancery recently adopted outsider reverse veil-piercing into Delaware law. Manichaean Cap., LLC v. Exela Techs., Inc., 2021 WL 2104857 (Del. Ch. May 25, 2021). In a case of
The Court of Chancery Rules that the Time to Seek Reconsideration Begins to Run on the Date an Oral Ruling Is Rendered
A motion to reargue in the Delaware Court of Chancery “may be served and filed within 5 days after the filing of the Court’s opinion or the receipt of the Court’s decision.” Court of Chancery Rule 59(f).
Last month, in
HB 232 Expands Jurisdictional Limit of the Delaware Justice of the Peace Court
Effective today, the jurisdictional capacity of the Justice of the Peace Court has been expanded in two significant ways via HB 232, which was signed into law by Governor John Carney on August 25, 2020.
First, HB 232 raises the
Return To The Courthouse
I recently returned to the New Castle County Courthouse for the first time since the initial declaration of a Judicial Emergency by the Court back in March. For those that are curious, here is what you can expect:
- Upon entering
Delaware State Courts to Remain Closed to the Public Through June 13
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
Court of Chancery Weighs Terminating M&A Deals Under Material Adverse Effect Clauses
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, my Fox Rothschild colleague – Chaney Hall – noted that buyers with cold feet are
Delaware Supreme Court Validates Charter Provisions Requiring that Federal Securities Act Claims be Brought in Federal Court
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
Court of Chancery Opinion Addresses the Equitable Dissolution of a Delaware LLC
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