A recent Court of Chancery decision determined that the sale of a company initiated by the controller, a private equity fund which was also the largest equity holder in the company, did not run afoul of the business judgment rule.
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 - Page 2
Chancery Lets Suit Over Fox “Stolen Election” Stories Proceed Due to CEO’s Influence
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article
A recent Delaware Court of Chancery opinion clarifies how and when a majority of directors may lack independence from its…
The Delaware Supreme Court Suggests that Some Forfeiture-for-Competition Provisions May be Reviewed for Reasonableness.
Sean Brennecke, a partner in the Delaware office of Lewis Brisbois, prepared this post.
In LKQ v. Rutledge, 2024 WL 5152746 (Del. Supr. 2024), the Delaware Supreme Court recently responded to questions certified by the United States Court of…
20th Annual Review of Key Delaware Corporate and Commercial Decisions
This is the 20th-anniversary edition of Francis Pileggi’s annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This year’s list does not attempt to include all important decisions of those…
Chancery Relies on Promissory Estoppel to Resolve LLC Ownership Dispute
Sean Brennecke, a partner in the Delaware office of Lewis Brisbois Bisgaard & Smith, prepared this post.
In a limited post-trial opinion, Vice Chancellor Glasscock relied on the doctrine of promissory estoppel to hold that a person had an ownership…
When Does Friendship Require Judicial Recusal
The titular topic was the subject of my latest ethics column for The Bencher, the flagship publication of the American Inns of Court. I have been writing the ethics column for over 25 years, during which I have written…
Chancellor Provides Practice Tips and Unwritten Scheduling Guidelines
Two recent letter decisions provide practice tips from the Chancellor for Chancery practitioners regarding coordinating with non-Delaware lawyers working on Chancery cases, as well as nuances of contacting chambers for scheduling purposes. In the matter styled In re SwervePay Holdings…
Indemnification Granted for Successful Books and Records Action
Most indemnification cases involve successfully defending claims, but a recent Delaware Court of Chancery decision granted indemnification for the successful pursuit of a books and records action, in Gentile v. GPB Capital Holdings, LLC, C.A. No. 2024-0165-PAF (Del. Ch., Nov.…
Chancery Addresses Indemnification and Escrow Provisions in Merger Agreement
The analysis, in the context of a post-merger dispute, of the nuances of an indemnification provision and whether or not escrow funds should be released was the subject of a recent Delaware Court of Chancery decision in Reddy v. 2nd…
Removal of LLC Manager Upheld
In an expedited post-trial decision, the Delaware Court of Chancery recently determined who the proper managers were of an LLC, as well as the validity of the removal of a manager, pursuant to the summary proceedings provided for in Section…