Recently, Governor John Carney nominated Morgan Zurn and Kathaleen McCormick to serve as Vice Chancellors for the Delaware Court of Chancery. The number of jurists on the Court of Chancery was recently increased by two. Morgan Zurn presently serves as a
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 6
Chancery Admits Post-Closing Evidence in Appraisal Action
Often times in appraisal litigation, the Court of Chancery must make a determination as to whether admit evidence implicating events transpiring after the signing of the merger. This issue was addressed in the recent decision of In re Appraisal of…
LLC Operating Agreement Rescinded for Fraud in the Inducement
In the recent decision of Trascent Management Consulting, Inc. v. Bouri, C.A. No. 10915-VCMR (Del. Ch. Sept. 10, 2018), the Delaware Court of Chancery rescinded an operating agreement of a Delaware limited liability company. In the 75-page opinion, Vice…
Chancery Declines to Issue TRO Amounting to a Prior Restraint of Speech
In the recent decision of CapStack Nashville 3 LLC, et al. v. MACC Venture Partners, et al., C.A. No. 2018-0552-SG (Del. Ch. Aug. 16, 2018), the Delaware Court of Chancery declined to enter a temporary restraining order (“TRO”) which would…
Chancery Holds that Anti-Reliance Provision Bars Claim for Fraudulent Misrepresentation
The recent decision of ChyronHego Corporation v. Wight, C.A. No. 2017-0548-SG (Del. Ch. July 31, 2018), provides helpful guidance regarding the effectiveness of anti-reliance provisions in a contract.
ChyronHego clarifies that in order for the anti-reliance provision to be effective…
Chancery Departs from Merger Price in Appraisal Action, Finding Flaws with Sales Process
The highly publicized Dell and DFC Global appraisal opinions issued by the Delaware Supreme Court in 2017 inform that where a company is sold in a clean M&A auction process, with information sufficiently disseminated to potential bidders, the merger price will…
Delaware State Courts Ordered to Adopt 5:00 p.m. Electronic Filing Deadline
On July 18, 2018, the Delaware Supreme Court issued an Order to improve attorney work life balance. The Order requires that each state court in Delaware amend their rules to set forth a 5:00 p.m. ET electronic filing deadline for…
“Partial and Elliptical Disclosures” Prevent the Application of Corwin Business Judgment Review
In the recent decision of Morrison v. Berry, No. 445, 2017 (Del. July 9, 2018), the Delaware Supreme Court issued an opinion of import in connection with the Corwin doctrine. In Morrison, the High Court reversed a dismissal by the…
Amendments to Court of Chancery Rules 28, 153 and 170
Chancery Dismisses Claims that are Duplicative of Breach of Contract Claim
In the recent decision of Edinburgh Holdings, Inc. v. Education Affiliates, Inc., C.A. No. 2017-0500-JRS (Del. Ch. June 6, 2018), the Delaware Court of Chancery considered whether claims for breach of contract, breach of fiduciary duty and the implied…