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 Chancery Court recently green-lighted key parts of an investment company’s suit against officers and owners who allegedly inflated their I.T. and data center services provider’s worth, finding the buyer plaintiff was more likely the victim of fraud and breach of contract rather than mere buyer’s remorse in LightEdge…

In connection with the Delaware Supreme Court’s recent Order providing for the multi-phased, limited reopening of Delaware Courthouses as of June 8, 2020, while at the same time extending Delaware’s “judicial emergency declaration” for another 30 days, the Delaware Court of Chancery has issued an Order to impose new Courtroom protocols for attorneys and visitors, also effective June 8, 2020, such as installing podiums on counsel tables instead of a common podium in the…

A recent Delaware Supreme Court decision is noteworthy for the approach it takes in determining the meaning of a word in an agreement, for example, by parsing the syntax and sentence structure where the word appears in the agreement. In Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., Del. Supr., No. 68, 2020 (May 22, 2020), the Delaware Supreme Court provides useful guidance about how to determine the meaning of a key…

This post was prepared by Chauna A. Abner, an associate in the Delaware office of Lewis Brisbois. Invoking the principles articulated in USA Cafes, the Court of Chancery recently held that a controller cannot use its control over an entity to advantage himself at the expense of the controlled entity. 77 Charters, Inc. v. Gould, C.A. No. 2019-0127-JRS (Del. Ch. May 18, 2020). Background The plaintiff in this case was an investor with a non-preferred…

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 imposed additional sanctions on the controller of a chain of troubled senior care facilities who had repeatedly flouted orders to give a court-appointed receiver and investors access to the finances of his labyrinth of companies, and who might place vital revenue out of…

In my latest legal ethics column for The Bencher, the publication of the American Inns of Court, (in which I have been writing an ethics column for over 20 years), I address some of the legal ethics issues that arise when a partner in a law firm laterally moves to another law firm–an increasingly common occurrence in the legal profession today.…

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 to reconsider its decision that, pending resolution of a challenge to the validity of their indemnification agreements, Stimwave Technologies Inc. must advance defense costs to a CEO and a director in actions by the company and the U.S. Department of Justice. Stimwave Technologies …