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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 LLC does not have a written operating agreement.
In 5high LLC v. Howard Feiler, et al., C.A. No. 2022-0108-LWW (Del.
Continue Reading A Member of a Delaware LLC Can Withdraw Their Membership by Implied AgreementCourt of Chancery Points Dissolution Petitioners to First Day Affidavits of Bankruptcy Petitioners
The Court of Chancery recently issued a decision providing guidance to practitioners submitting petitions in…
Continue Reading Court of Chancery Points Dissolution Petitioners to First Day Affidavits of Bankruptcy PetitionersIn an granting a motion to dismiss a counterclaim for veil-piercing, Chancellor McCormick recently reminded…
Continue Reading The Court of Chancery Rejects Claim for Veil-PiercingThe Latest
Delaware 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 StableIn Todd Swift v. Houston Wire & Cable Co., C.A. No. 2021-0525-LWW, memo. op. (Del. Ch. Dec. 3, 2021), the Court of Chancery found that a stockholder lacked standing…
Continue Reading Stockholder Lacks Standing to Seek Inspection After Stock Canceled In MergerDelaware Supreme Court Validates Charter Provisions Requiring that Federal Securities Act Claims be Brought in Federal Court
In the highly anticipated decision of Salzberg v. Sciabacucchi, No. 346, 2019, 2020 WL 1280785 (Del. Mar. 18, 2020), the Delaware Supreme Court held that a provision in several…
Continue Reading Delaware Supreme Court Validates Charter Provisions Requiring that Federal Securities Act Claims be Brought in Federal CourtCourt of Chancery Opinion Addresses the Equitable Dissolution of a Delaware LLC
Section 18-802 of Delaware’s Limited Liability Act (“LLC Act”) provides a statutory basis for the Court of Chancery to dissolve a Delaware LLC. The statute, which confers standing upon an…
Continue Reading Court of Chancery Opinion Addresses the Equitable Dissolution of a Delaware LLCNantHealth Inc. Directors Dismissed from Suit, with Exception of Breach of Fiduciary Duty Claims Against Founder
In the recent decision handed down by Chancellor Bouchard in the case of In re NantHealth, Inc. Stockholder Litigation, Lead C.A. No. 2018-0302-AGB (Del. Ch. Jan. 14, 2020), the Delaware…
Continue Reading NantHealth Inc. Directors Dismissed from Suit, with Exception of Breach of Fiduciary Duty Claims Against Founder