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 ruling of the Delaware Court of Chancery provides a useful refresher on the standards that must be met for various exceptions or waivers of the attorney/client privilege to apply. In Drachman v. BioDelivery Sciences International, Inc., C.A. No. 2019-0728-LWW (Del. Ch. Aug. 25, 2021), the Court addressed the following theories which, if applicable, could prevent one from enjoying the protection of the attorney/client privilege, and might lead to the disclosure of otherwise privileged…
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 refused Charter Communications Inc. investors’ bid to amend their breach-of-duty complaint so as to add previously-dismissed defendant Liberty Broadband Corp. based on newly-discovered evidence because plaintiffs failed to clear a “high bar” to reverse such a with-prejudice dismissal. Sciabacucchi, et al. v. Malone et…
A recent Delaware Court of Chancery decision must be read by anyone interested in the latest iteration of Delaware law concerning when a non-signatory may be bound by a forum selection clause in an agreement. In Florida Chemical Company, LLC v. Flotek Industries, Inc., C.A. No. 2021-0288-JTL (Del. Ch. Aug. 17, 2021), the court provides the most thorough analysis of the titular topic that this reader is aware of, with scholarly insights and copious citations…
A recent Delaware Court of Chancery decision is noteworthy for its clarification of the nuanced contours of Delaware law regarding contractual restrictions on the perennial feature of Delaware commercial litigation, known as post-closing fraud claims. In Online Healthnow, Inc. v. CIP OCL Investments, LLC, C.A. No. 2020-0654-JRS (Del. Ch. Aug. 12, 2021), the court pronounced key statements of Delaware law on the titular topic in ruling on a Motion to Dismiss. The best way…
A recent Chancery decision recounts the epic tale of a group of business partners who were longtime friends and who later accused each other, after forming a business together, of fraud and breach of fiduciary duty. In Stone & Paper Investors, LLC v. Blanch, C.A. No. 2018-0394-PAF (Del. Ch. July 30, 2021), the court describes in exhaustive detail the factual background involving detailed examples of funds invested in a company that were diverted for personal…
In connection with a recent dispute among LLC members, the Court of Chancery discussed an apparent issue of first impression in Delaware: The rights of the fiduciary of a debtor who seeks to help a creditor-entity that the fiduciary has an interest in. In Skye Mineral Investors, LLC v. DXS Capital (U.S.) Limited, C.A. No. 2018-0059-JRS (Del. Ch. July 28, 2021), the court discussed claims among LLC members in connection with an LLC Agreement that…
The Delaware Court of Chancery recently published an updated version of Practice Guidelines. Weighing in at 38 single-spaced pages, it must be read by both Chancery litigators and those out-of-state counsel who litigate Chancery cases. The original Practice Guidelines highlighted on these pages, promulgated in 2012, were a mere 18-pages in length. Courtesy of my assistant, we now have a redlined copy that shows the differences between the current version and the 2012 original
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 Superior Court recently dismissed Jarden LLC’s bid for D&O insurance coverage for an appraisal suit that was not “for” redress of a “wrongful act” – and even if it was, the act couldn’t have occurred before the sale to Jewel Rubbermaid Inc. closed, ending the coverage period,…
The Delaware State Bar Association’s Professional Ethics Committee, for which I serve as the current Vice Chair, recently published Formal Opinion 2021-1 (July 9, 2021), that addresses the legal ethics issues related to lawyers who work remotely in states where they are not licensed–such as from their homes–as many were required to do when their offices were closed during the Covid pandemic. This Formal Opinion relied on a similar Formal Opinion recently published by the…
The Delaware Business Court Insider‘s current edition includes an article I co-authored with Chauna Abner that highlights a recent Delaware Court of Chancery decision that explains the types of claims that are barred by a standard integration clause–as compared to the more robust anti-reliance clause that is required to preclude most typical claims arising from allegations about misrepresentations made regarding a contract. See Shareholder Representative Services v. Albertsons Cos., C.A. No. 2020-0710-JRS (Del.…