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The Court of Chancery recently issued a decision providing guidance to practitioners submitting petitions in corporate dissolution proceedings. A copy of the Court’s decision can be found here: In the Matter of Global Safety Labs, Inc.
Section 280 of the DGCL establishes an optional, court-supervised process that a corporation…
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-PiercingDefunct Delaware Corporation Cannot Be Used To Circumvent IPO Process
The Court of Chancery recently denied a petition to appoint a custodian for a defunct…
Continue Reading Defunct Delaware Corporation Cannot Be Used To Circumvent IPO ProcessThe Latest
Chancery 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 FounderAmerisourceBergen Ordered to Produce Board Level Documents Relating to Opioid Investigations in Section 220 Books and Records Action
In one of the more lengthy decisions issued in a books and records case commenced under 8 Del. C. § 220, Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen …
Continue Reading AmerisourceBergen Ordered to Produce Board Level Documents Relating to Opioid Investigations in Section 220 Books and Records Action