In the recent decision of Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch. Dec. 28, 2018), the Delaware Court of Chancery ruled on a motion to dismiss filed
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Delaware Supreme Court Holds that Contract May be Voided by LLC Agreement; Remands for Further Proceedings
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In the recent Delaware Supreme Court decision of CompoSecure LLC v. Cardux LLC, C.A. No. 177, 2018 (Del. Nov. 7, 2018), the High Court found that a contract may…
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Supreme Court Applies Business Judgment Rule to Merger under MFW Standard
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In Flood v. Synutra Int’l, Inc., No. 101, 2018, (Del. Oct. 9, 2018), the Delaware Supreme Court held that a controlling stockholder who pursues a merger with the company…
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No Damages Found in PLX Technology Stockholders Litigation Suit
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In the recent decision of In re PLX Technology, Inc. S’holders Litig., Consl. C.A. No. 9880-VCL (Del. Ch. Oct. 16, 2018), the Delaware Court of Chancery found that shareholders…
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Governor Carney Nominates Two New Vice Chancellors to the Delaware Court of Chancery
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Recently, Governor John Carney nominated Morgan Zurn and Kathaleen McCormick to serve as Vice Chancellors for the Delaware Court of Chancery. The number of jurists on the Court of Chancery…
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Chancery Admits Post-Closing Evidence in Appraisal Action
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Often times in appraisal litigation, the Court of Chancery must make a determination as to whether admit evidence implicating events transpiring after the signing of the merger. This issue was…
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LLC Operating Agreement Rescinded for Fraud in the Inducement
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In the recent decision of Trascent Management Consulting, Inc. v. Bouri, C.A. No. 10915-VCMR (Del. Ch. Sept. 10, 2018), the Delaware Court of Chancery rescinded an operating agreement of…
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Chancery Declines to Issue TRO Amounting to a Prior Restraint of Speech
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In the recent decision of CapStack Nashville 3 LLC, et al. v. MACC Venture Partners, et al., C.A. No. 2018-0552-SG (Del. Ch. Aug. 16, 2018), the Delaware Court of…
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Chancery Holds that Anti-Reliance Provision Bars Claim for Fraudulent Misrepresentation
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The recent decision of ChyronHego Corporation v. Wight, C.A. No. 2017-0548-SG (Del. Ch. July 31, 2018), provides helpful guidance regarding the effectiveness of anti-reliance provisions in a contract.
ChyronHego…
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Chancery Departs from Merger Price in Appraisal Action, Finding Flaws with Sales Process
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The highly publicized Dell and DFC Global appraisal opinions issued by the Delaware Supreme Court in 2017 inform that where a company is sold in a clean M&A auction process,…
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