A recent decision by a Delaware Court of Chancery provides a useful reference for the prerequisites to obtain an injunction in Delaware to enjoin a party from pursuing claims in violation of an exclusive forum selection clause [in another jurisdiction]. In SPay, Inc. v. Stack Media Inc., C.A. No. 2020-0540-JRS (Del. Ch. March 23, 2021), the Delaware Court of Chancery described what one must establish before obtaining an anti-suit injunction based on a forum selection…

The Delaware Court of Chancery recently explained the public policy involved, and the applicable criteria used by the court, to determine if “claims-splitting” should require the stay or dismissal of one lawsuit when the same parties are pursuing another lawsuit in another forum based on the same operative facts. In Goureau v. Lemonis, C.A. No. 2020-0486-MTZ (Del. Ch. March 30, 2021), the court addressed the many nuances of the various factors that will be applied…

A recent Delaware Court of Chancery decision recited important nuances of fiduciary duty applicable to controlling or majority stockholders. In RCS Creditor Trust v. Schorsch, C.A. No. 2017-0178-SG (Del. Ch. March 18, 2021), the court explained that the fiduciary duties of a majority or controlling stockholder do not require self-sacrifice, nor do they mean that such a fiduciary forfeits her contractual rights. See page 20 and footnote 73. There is much else to commend…

Friend of the blog, and widely-recognized corporate law scholar, Prof. Stephen Bainbridge, provides insightful commentary on the titular topic, referenced by Prof. David Skeel. The press of deadlines for paying clients prevents me from adding my own commentary for now.…

Delaware will retain jurisdiction over a dissolution claim notwithstanding a mandatory New York forum selection clause, according to the recent Delaware Court of Chancery opinion in Seokoh, Inc. v. Lard-PT, LLC, C.A. No. 202-0613-JRS (Del. Ch. March 30 2021). This case involved the petition for dissolution of a Delaware LLC while litigation between the parties also was filed in New York. The LLC agreement had a deadlock provision but it was not effective for resolving…

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 refused most of B. Riley Financial, Inc.’s motion to dismiss an ex-officer and director’s complaint for indemnification for his settlement of underlying breach-of-duty and fraud charges against him and companies he had founded and later sold to Riley in Wunderlich v. B. Riley…

My colleague, Chauna Abner, and I co-wrote an article on the practical topic and the gritty details of transferring cases from the Delaware Court of Chancery to the trial court of general jurisdiction in Delaware: the Superior Court. The article appeared in the Delaware Business Court Insider, in its March 10, 2021 issue. We hope it will be a useful guide for Delaware litigators.  …