Long after a business is sold, the parties may find themselves litigating any number of aspects of the deal. In recent years, post-closing disputes involving “earnout” provisions have become increasingly common in Delaware. Under a typical earnout arrangement, the seller of the business receives a portion of the purchase price…
Continue Reading Earnout Dispute Dismissed in Part in Delaware’s CCLDDelaware Chancery Court Reinforces Strict Requirements for Section 220 Demands in Floreani v. FloSports Decision
On October 31, 2024, the Delaware Court of Chancery issued a letter opinion in Martin…
Continue Reading Delaware Chancery Court Reinforces Strict Requirements for Section 220 Demands in Floreani v. FloSports DecisionDelaware Bar Works to Limit Effects of Moelis Ruling on Stockholders Agreements
In a lightning-fast response to the recent ruling in West Palm Beach Firefighters’ Pension Fund…
Continue Reading Delaware Bar Works to Limit Effects of Moelis Ruling on Stockholders AgreementsNo More Board Games: Delaware Court Strikes Down Key Provisions in Stockholder Agreement
The Delaware Court of Chancery is striking back against “new wave” stockholder agreements, which feature…
Continue Reading No More Board Games: Delaware Court Strikes Down Key Provisions in Stockholder AgreementSubscribe to Delaware Chancery Law Blog
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A Member of a Delaware LLC Can Withdraw Their Membership by Implied Agreement
The Court of Chancery recently concluded that a member of a Delaware LLC could reach an implied contractual agreement to withdraw as a member of the LLC, even if the…
Continue Reading A Member of a Delaware LLC Can Withdraw Their Membership by Implied AgreementChancery Court Holds Plaintiff Responsible For Receiver’s Fees In Section 220 Action.
In Badr Abdelhameed Dhia Jafar v. Vatican Challenge 2017 LLC, 2022 WL 365142 (Del. Ch. Feb. 8, 2022), the Court of Chancery held the petitioning member of the…
Continue Reading Chancery Court Holds Plaintiff Responsible For Receiver’s Fees In Section 220 Action.Defunct Delaware Corporation Cannot Be Used To Circumvent IPO Process
The Court of Chancery recently denied a petition to appoint a custodian for a defunct Delaware corporation under 8 Del. C. § 226(a)(3) because the petitioner sought to use the…
Continue Reading Defunct Delaware Corporation Cannot Be Used To Circumvent IPO ProcessVice Chancellor Glasscock discussed the limits of equitable jurisdiction in Elavon, Inc. v. Electronic Transaction Systems Corp, C.A. No. 2021-0440-SG, memo. op. (Del. Ch. Mar. 7, 2022). The Court granted…
Continue Reading Speculative Relief Insufficient to Invoke Equitable JurisdictionDelaware Governor John Carney recently signed into law a bill to amend Section 145 of the Delaware General Corporation Law (“DGCL”) to allow Delaware corporations to use captive insurance for…
Continue Reading Delaware Amends DGCL Section 145 to Authorize Captive Insurance AgreementsChancery Court Confirms Low Burden For Stay Of Discovery While a Motion to Dismiss is Pending
In Continental Automotive Systems, Inc. v. Nokia Corporation, the Court of Chancery confirmed that, “absent special circumstances, discovery will be stayed pending determination of a motion to dismiss the…
Continue Reading Chancery Court Confirms Low Burden For Stay Of Discovery While a Motion to Dismiss is PendingApplicability of Statute of Repose Is An Issue Of Procedural Arbitrability To Be Decided By Arbitrator
In Rummel Klepper & Kahl, LLP v. Delaware River & Bay Authority, C.A. No. 2020-0458-PAF (Del. Ch. Jan. 3, 2022), the Court of Chancery considered Defendant’s motion to dismiss…
Continue Reading Applicability of Statute of Repose Is An Issue Of Procedural Arbitrability To Be Decided By ArbitratorDelaware Court of Chancery Dismisses Complaint Against Certain Officers, Directors and Stockholders of Roan Resources, Inc.
In a 77-page Memorandum Opinion issued by Vice Chancellor Fioravanti in Cindy Harcum v. John Lovoi et al., C.A. No. 2020-0398-PAF (Del. Ch. Jan. 3, 2022), the Delaware Court…
Continue Reading Delaware Court of Chancery Dismisses Complaint Against Certain Officers, Directors and Stockholders of Roan Resources, Inc.The Delaware Supreme Court opinion in AB Stable VIII LLC v. MAPS Hotels and Resorts One, LLC, et al., No. 71, 2021, (Del. Dec. 8, 2021), considers whether a…
Continue Reading Del. Supreme Court Affirms Court of Chancery’s Decision in AB StableAbout this blog
The Delaware Court of Chancery is considered the preeminent forum for resolving thousands of disputes involving internal affairs of Delaware corporations and other business entities. This precedent-setting arena is used by businesses to settle even their most complex commercial and business litigation.