In a lightning-fast response to the recent ruling in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., the Delaware State Bar Association’s Council of the Corporate Law Section has proposed an amendment to the Delaware General Corporation Law that would bring it in line with common corporate…
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 AgreementThe Court of Chancery recently dismissed claims for breach of fiduciary duty, breach of the…
Continue Reading Court of Chancery Dismisses Claims Against McDonald’s Corp. DirectorsCourt of Chancery Warns Against Filing Unwarranted Claims
The Court of Chancery recently warned that knowingly filing claims that lack subject matter jurisdiction…
Continue Reading Court of Chancery Warns Against Filing Unwarranted ClaimsSubscribe to Delaware Chancery Law Blog
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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 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 CourtAbout 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.