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
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Defunct Delaware Corporation Cannot Be Used To Circumvent IPO Process
By Chaney Hall & Nathaniel Klepser on
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…
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Speculative Relief Insufficient to Invoke Equitable Jurisdiction
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Vice 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…
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Delaware Amends DGCL Section 145 to Authorize Captive Insurance Agreements
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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…
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Applicability of Statute of Repose Is An Issue Of Procedural Arbitrability To Be Decided By Arbitrator
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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…
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Del. Supreme Court Affirms Court of Chancery’s Decision in AB Stable
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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…
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Stockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger
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In 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…
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