Why This Decision is Noteworthy: By comparison to some of the other corporate and commercial litigation issues addressed by the Court of Chancery, there remains a relatively modest number of court decisions that address whether an LLC should be dissolved based on the statutory standard that it is “not reasonably practicable” to carry on the LLC.  In Decco U.S. Post-Harvest, Inc. v. Mirtech, Inc., C.A. No. 2018-0100-JTL (Del. Ch. Nov. 28, 2018), the court, in…

The Court of Chancery recently explained the public policy reasons for enforcing discovery rules and scheduling deadlines, as well as explaining the types of penalties available for failure to comply with discovery obligations or deadlines. The key takeaways from the decision in Terramar Retail Centers, LLC v. Marion #2-Seaport Trust U/A/D June 21, 2002, C.A. No. 12875-VCL (Del. Ch. Dec. 4, 2018), include the following: The court explains the policy reasons for the need…

We have referred to Delaware legislative developments regarding benefit corporations previously on these pages, but a recent article in Forbes provides helpful background information about the history and genesis of the Delaware statutory provisions regarding this rather new aspect of Delaware corporate law. The article features a prominent Delaware lawyer who is a major player in promoting benefit corporations. In essence, the relatively new statute allows a corporation to be formed in order to have as…

This synopsis was prepared by Mitchell Mengden, a law student at the Georgetown University Law Center. A recent Delaware Court of Chancery opinion outlines the applicable standards when challenging a board’s decision to reject a pre-suit demand. In Busch v. Richardson, C.A. No 2017-0868-AGB, (Del. Ch. Nov. 14, 2018), the court upheld a board’s decision to refuse a pre-suit demand that the company pursue claims against its Chairman and CEO as well as others, in…

A recent Delaware Court of Chancery decision recognized that a non-signatory to an agreement may enforce the provisions of a forum-selection clause under certain conditions. Although this holding is counterintuitive, there are other Delaware decisions which recognize that in some circumstances a non-signatory to an agreement may either enjoy the benefits of that agreement or may enforce certain terms of that agreement. See, e.g., selected cases addressing this topic on this blog over the last …

A recent Delaware Court of Chancery bench ruling provides guidance on two important procedural topics that do not enjoy a robust body of case law to illuminate the nuances that practitioners must be familiar with in connection with certain aspects of Chancery litigation. In the matter styled: In Re Morrow Park Holding LLC, Cons., C.A. No. 2017-0036-TMR (Del. Ch. Oct. 22, 2018) (Transcript), the court provided the applicable standards for addressing two key procedural issues: (1) How…

The 34th Annual F.G. Pileggi Distinguished Lecture in Law (named after my father) will be presented by Professor David A. Skeel, Jr., the S. Samuel Arsht Professor of Corporate Law at the University of Pennsylvania Law School. Details about the event on November 2, 2018, are at this link, and as follows: Hotel du Pont, du Barry Room, 11th and Market Streets, Wilmington, Delaware 19801 Breakfast at 8:00 a.m. and lecture at 8:45 a.m. One substantive CLE credit…