Delaware Corporate & Commercial Litigation Blog

Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery

Latest from Delaware Corporate & Commercial Litigation Blog

A recent post on the well-read blog of Prof. Stephen Bainbridge, our favorite corporate law scholar whose many publications are cited in Delaware court decisions, linked to an article that lawyers and other followers of Delaware corporate law should be interested in, by an eminent Delaware corporate litigator, on the topic of how much weight should be given to bench rulings, sometimes referred to as transcript rulings, from the Delaware Court of Chancery.…
A recent Delaware Court of Chancery opinion interpreted related agreements that included forum selection clauses that were conflicting.  In Mack v. Rev Worldwide, Inc., C.A. No. 2019-0123-MTZ (Del. Ch. Dec. 30, 2020), the court addressed forum selection provisions in two related agreements which the court treated as one because they were incorporated by reference. The court was asked to decide whether Delaware was the proper forum when one of the forum selection clauses required courts…
Applying a contractual fee-shifting provision when it is not clear which party prevailed, is a topic that does not benefit from an extensive body of case law, relatively speaking. The recent Court of Chancery decision in Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, C.A. No. 7906-VCG (Del. Ch. Dec. 31, 2020), provides an additional source of authority for resolving this issue of outsized importance to lawyers and clients alike.…
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The Court of Chancery recently ruled that the President/CEO of Skyline Energy Renewables LLC’s parent could not wield that holding company’s power to oust a rival Skyline director because it was not his specifically delegated governance power under the operating agreements of three related limited liability energy companies’ in…
A recent Delaware Court of Chancery decision granted a motion to dismiss a fiduciary duty claim that it found to be duplicative of a breach of contract claim.  In re: WeWork Litigation, Cons. C.A. No. 2020-0258-AGB (Del. Ch. Dec. 14, 2020).  Note that two decisions in this case on two separate motions were issued the same day.  Careful readers will note that the preceding hyperlink to the Slip Opinion should not be confused with the…
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The Delaware Court of Chancery recently ruled that Stimwave Technologies Inc. need not advance legal costs for its suit against its ex-CEO because she apparently doctored her indemnification agreement to falsely pre-date a charter amendment requiring officers to get a major investor group’s approval of their advancement rights in…
A recent decision from the Delaware Supreme Court provides hope to stockholders who seek to obtain corporate documents pursuant to Section 220 of the Delaware General Corporation Law to the extent that Delaware’s High Court removed two common defenses that companies use to oppose the production of corporate records to stockholders.  In AmerisourceBergen Corporation v. Lebanon County Employees Retirement Fund, No. 60, 2020 (Del. Supr. Dec. 10, 2020), the two most important aspects of the…
A recent Delaware Court of Chancery decision provides a primer on the proper way to expand the size of a board of directors and the proper way to fill board vacancies, as well as explaining the difference between a de facto and a de jure director.  See Stream TV Networks, Inc. v. SeeCubic, Inc., C.A. No. 2020-0310-JTL (Del. Ch. Dec. 8, 2020). This opinion should be readily accessible for every corporate litigator who is called…
A recent Delaware Court of Chancery decision should be consulted by those who need to be aware of the latest iteration of Delaware law on the topic of indispensable parties to a lawsuit as prescribed in Rule 19. In Germaninvestments AG v. Allomet Corp., C.A. No. 2018-0666-JRS (Del. Ch. Nov. 20, 2020), the Court provides a thorough explanation of the various contours and factors in Rule 19 and why the lack of indispensable parties in…
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The Court of Chancery recently found Delaware’s Limited Liability Company Act requires American Rail Partners LLC to reimburse the legal bills a managing member and its directors and CEO incur in defense of ARP’s unjust enrichment and mismanagement charges — even if such “first party claims” are not specifically…