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
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 corporate dissolution proceedings. A copy of the Court’s decision can be found here: In the
Continue Reading Court of Chancery Points Dissolution Petitioners to First Day Affidavits of Bankruptcy Petitioners
Chancery Court Holds Plaintiff Responsible For Receiver’s Fees In Section 220 Action.
In Badr Abdelhameed Dhia Jafar v. Vatican Challenge 2017 LLC, 2022 WL 365142 (Del. Ch. Feb. 8, 2022), the Court of Chancery held the petitioning member of the
Continue Reading Chancery Court Holds Plaintiff Responsible For Receiver’s Fees In Section 220 Action.
The Court of Chancery Rejects Claim for Veil-Piercing
In an granting a motion to dismiss a counterclaim for veil-piercing, Chancellor McCormick recently reminded litigators that “veil piercing is a tough thing to plead and a tougher thing to
Continue Reading The Court of Chancery Rejects Claim for Veil-Piercing
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 Process
Speculative Relief Insufficient to Invoke Equitable Jurisdiction
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
Continue Reading Speculative Relief Insufficient to Invoke Equitable Jurisdiction
The Court of Chancery Dismisses Complaints Against Kansas Residents for Lack of Personal Jurisdiction
The recent Delaware Court of Chancery decision in Dlayal Holdings, Inc. v. Al-Bawardi; Dlayal Holdings, Inc. v. Rodger Gracey, et al.; COORD: 2020-1067-LWW, 2020-1070-LWW (Del. Ch. Dec. 27, 2021)
Continue Reading The Court of Chancery Dismisses Complaints Against Kansas Residents for Lack of Personal Jurisdiction
Delaware Amends DGCL Section 145 to Authorize Captive Insurance Agreements
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 Agreements
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 Pending
Applicability 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 Arbitrator