Recent Articles

Dealing With Disputes Over the Reasonableness of Fees at the Advancement Stage

March 22, 2012 14:02

Authored by Peter B. Ladig This article was originally published in the Delaware Business Court Insider | March 21, 2012 Like many aspects of Delaware corporate law, the law of a corporate director or officer's entitlement to advancement is not black and white, but it is probably one of the more...

Court Leaves it to Stockholders to Decide on El Paso Merger Transaction

March 21, 2012 17:01

Authored by Lewis H. Lazarus This article was originally published in the Delaware Business Court Insider | March 14, 2012 Chancellor Leo E. Strine Jr. has long had a high regard for the ability of stockholders to decide for themselves what is in their own best interests. A corollary of that is...

Court Of Chancery Explains When Continuing Wrong Theory Applies

Edward M. McNally
March 15, 2012 18:31

Buerger v. Appel, C.A. 6539-VCL (March 15, 2012) After a board makes a decision that has consequences that last for years, the question arises of when the time to litigate over that decision expires.  Some decisions hold that when the decision is not reviewable later, such as when a long...

Court Of Chancery Appoints Receiver To Resolve Strategic Issues

Edward M. McNally
March 12, 2012 18:14

Badii v. Metropolitan Hospice Inc., C.A. 6190-VCP (March 12,  2012) In this case the Court appointed a receiver for an insolvent corporation under Section 291 of the DGCL.  The Court reasoned that the appointment was needed to break a deadlock over whether to implement a...

Delaware Chancery Court Appoints Receiver for LLC

Edward M. McNally
March 07, 2012 20:44

Authored by Edward M. McNally This article was originally published in the Delaware Business Court Insider | March 7, 2012 The Delaware Court of Chancery recently took the largely unprecedented step of appointing a receiver for a Delaware limited liability company. While Jagodzinski v. Silicon...

Court Of Chancery Limits Fraudulent Inducement Claims

Edward M. McNally
March 06, 2012 21:39

Schonfeld Group Holdings LLC v. Trillium Holdings LLC, C.A. 6759-VCL (March 6, 2012) It occurs more than you might think that a party to a release later claims that the release is not binding because she was fraudulently induced to sign it.  Applying recent New York law, here the...

Court Of Chancery Again Denies Injunction Despite Breach Of Duty

Edward M. McNally
March 06, 2012 18:34

In re Delphi Financial Group Shareholder Litigation,  C.A. 7144-VCG (March 6, 2012) For the second time in a month, the Court of Chancery has denied an injunction against a merger despite serious breaches of duty by the lead merger negotiator.  Here the controlling stockholder...

Court Of Chancery Applies Corporate Law Principles To LLC Dispute

Edward M. McNally
March 05, 2012 21:27

Zimmerman v Crothall, C.A. 6001-VCP (March 5, 2012) This is an interesting application of corporate law principles to an LLC dispute where the LLC operating agreement defined the managers' duties by language closely following common law duties for directors. Thus, the analysis included...

Court Of Chancery Adopts New Fee Setting Procedures

Edward M. McNally
March 05, 2012 21:19

Danenberg v. Fitracks, Inc., C.A. 6454-VCL ( March 5, 20120) Among the more vexing tasks of a Court is setting the fees to be awarded in an advancement case. If left to itself, this can become a monthly job as the parties endlessly quarrel over how much is to be paid. The Court of...

Court Of Chancery Explains Priority Rule In Merger Litigation

Edward M. McNally
March 05, 2012 21:03

Dias v. Purches, C.A. 7199-VCG (March 5, 2012) It is often thought that the jurisdiction where suit is first-filed will obtain priority over later filed actions.  As this decision makes clear, that is not true when the litigation involves Delaware corporate law.  For in that case,...