News + Collective Insight

Regular news updates from our firm and professional insight from our team of expert advisors.
May 14, 2020
Good-Faith Determinations under the CARES Act Paycheck Protection Program

The American Bar Association is publishing a version of this article on its Business Law Today website.

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April 29, 2020
Delaware Court of Chancery Gives the Little Guy a Break on E-Discovery Costs

The cost of producing documents and electronically stored information (“ESI”) in civil litigation today can be prohibitive for small companies and individual litigants

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August 7, 2019
Acting Manager of LLC Subject to Personal Jurisdiction in Delaware: Case Law Precedents “Not Persuasive

Managers of Delaware limited liability companies can be compelled to appear in Delaware courts if they are either formally named as managers under an LLC’s operating agreement

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March 18, 2019
Accountants Win Dismissal of Claim for Negligent Misrepresentation in Delaware Court of Chancery

Under Delaware law, while it is possible for a third party to state a claim against an auditor for negligent misrepresentation, a recent case shows how high the pleading bar must be.

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February 11, 2019
Stockholders Can Hire Lawyers to Monitor Investments for Potential Litigation: Delaware Court of Chancery Gives Corporate Books to Law Firm Retained by Institutional Investor

stockholder plaintiffs in books-and-records actions under Section 220 of the Delaware General Corporation Law are required to have “substantive involvement” in the litigation

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January 7, 2019
Corporations Cannot Bar Plaintiffs from Bringing Securities Law Claims in State Court: Delaware Court of Chancery Finds Federal-Forum Charter Provisions “Ineffective and Invalid”

Based on a recent Court of Chancery ruling, Delaware corporations cannot adopt charter provisions that require plaintiffs to go to federal court (rather than state court) to assert any claims made under the federal securities laws.

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October 15, 2018
Passengers Will Please Refrain: Delaware Court of Chancery Upholds Contractual Waiver of Statutory Appraisal Rights in a Merger

Until recently, it was unclear whether a stockholder’s statutory right to appraisal of shares following a merger could be waived by contract.

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August 27, 2018
Individual LLC Members Can Be Held Liable for Breach of LLC Agreement

Vice Chancellor Laster of the Delaware Court of Chancery held that members of an LLC who voted to terminate the membership of another member (Shah) were jointly and severally liable with the company.

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July 24, 2018
Directors, Found Not Liable as Directors, May Be Liable as Officers in Suit Brought by Sole Holdout Stockholder

Directors of Delaware corporations cannot be held liable for breaches of the duty of care so long as their corporations’ charters include “exculpation” provisions.

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April 30, 2018
Delaware Court of Chancery Awards Damages in Chevelle Case Based on Unjust Enrichment

Ordinarily, an action solely for money damages cannot be brought in the Court of Chancery because Delaware law provides that the Court of Chancery has jurisdiction over “matters and causes in equity”.

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February 28, 2018
Delaware’s “Safe Harbor” for Self-Interested Transactions Is Not So Safe

Section 144 of the Delaware General Corporation Law provides a “safe harbor” for self-interested transactions between a corporation and one or more of its directors or officers, or between a corporation and another entity in which a director or officer has a material interest.

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February 7, 2018
Delaware Supreme Court Affirms Dismissal of Wal-Mart Case

The Court found that the Arkansas plaintiffs’ representation of the corporation’s stockholders was not “grossly deficient” despite their failure to make a demand for inspection of corporate books and records under Section 220 of the Delaware General Corporation Law.

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January 11, 2018
Director Compensation Amounts Must Be Approved by Stockholders to Avoid Entire-Fairness Review: Delaware Supreme Court Rejects “Meaningful Limits” Standard

The corporation, Investors Bancorp, Inc., was a publicly held bank holding company. The complaint asserted derivative claims against the corporation’s ten non-employee directors and two executive directors.

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December 28, 2017
Stock Reclassification that Perpetuated Majority Stockholder’s Control Approved by Delaware Court of Chancery

Founders and majority stockholders who wish to raise capital by issuing additional stock may want to do so without relinquishing majority voting power, even after they no longer hold a majority of the corporation’s shares.

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November 27, 2017
Delaware Court of Chancery Slams Plaintiffs’ Firm for Using “Ostensible” Stockholder Plaintiff in Books and Records Action

The Delaware Court of Chancery has held, apparently for the first time, that the requisite “proper purpose” in a books and records action must be the stockholder’s own purpose and not one devised by the stockholder’s lawyers.

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November 8, 2017
Delaware Supreme Court Sends Plaintiffs to Bring Suit in Bulgaria, Establishes Intermediate Standard for First-Filed Cases

Where a prior-filed action is pending in another jurisdiction, a Delaware court will grant the motion to dismiss if the other action involves the same parties and the same issues and was brought in a court capable of doing prompt and complete justice.

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October 24, 2017
Plaintiff who Alleged that Corporation “Illegally Committed” Patients to Mental-Health Facilities Can’t Cherry-Pick Documents

The Court found that the plaintiff in UHS had failed to distinguish the previous cases in which the Court had approved incorporation conditions.

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October 13, 2017
Directors May Not Knowingly Allow a Corporation to Violate the Law

The Delaware Court of Chancery has found that corporate directors breach their duty of good faith if they knowingly allow their corporation to violate positive law, for profit or otherwise.

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October 5, 2017
Another Good Reason Not to Oppose a Motion to Amend a Pleading in the Delaware Court of Chancery

For good reason, it is unusual for a party in litigation in the Delaware Court of Chancery to oppose a motion to amend a complaint or other pleading.

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September 21, 2017
Delaware Court of Chancery Places Biological and Non-Biological Persons on the Same Footing Regarding Trial Testimony

Where one party to a lawsuit is a business entity or other organization, the other party to the lawsuit may take the organization’s pre-trial deposition testimony on specified topics by questioning a witness designated by the organization.

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