Long after a business is sold, the parties may find themselves litigating any number of aspects of the deal. In recent years, post-closing disputes involving “earnout” provisions have become increasingly
Continue Reading Earnout Dispute Dismissed in Part in Delaware’s CCLDOn October 31, 2024, the Delaware Court of Chancery issued a letter opinion in Martin Floreani v. FloSports, Inc. that underscores Delaware’s exacting standards for stockholder inspection rights under 8
Continue Reading Delaware Chancery Court Reinforces Strict Requirements for Section 220 Demands in Floreani v. FloSports DecisionIn 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
Continue Reading Delaware Bar Works to Limit Effects of Moelis Ruling on Stockholders AgreementsThe Delaware Court of Chancery is striking back against “new wave” stockholder agreements, which feature stockholder preapproval rights and board restrictions, rather than covenants among stockholders regarding traditional stockholder rights.
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 duty of oversight, and waste against the board of directors of McDonald’s Corporation.
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Continue Reading Court of Chancery Dismisses Claims Against McDonald’s Corp. DirectorsThe Court of Chancery recently warned that knowingly filing claims that lack subject matter jurisdiction violates Rule 11 and risks referral to the Office of Disciplinary Counsel. In Fintech Consulting
Continue Reading Court of Chancery Warns Against Filing Unwarranted ClaimsThe Court of Chancery recently stated the appropriate test for a permanent injunction. In In re Covid-Related Restrictions on Religious Services, C.A. No. 2021-1036-JTL (Del. Ch. Nov. 22, 2022)
Continue Reading Court of Chancery States the Test for a Permanent InjunctionA recent Court of Chancery case discusses the difference between pleading the knowledge element in complaints asserting claims for tortious interference with contract and aiding and abetting breach of fiduciary
Continue Reading Court of Chancery Discusses the Knowledge Element in Pleading Tortious Interference and Aiding and Abetting Breach of Fiduciary Duty ClaimsThe Court of Chancery recently considered the scope of its limited jurisdiction related to claims of equitable fraud. In Trust Robin, Inc. v. Tissue Analytics, Inc., et al., C.A. No.
Continue Reading Court of Chancery Examines Equitable Subject Matter JurisdictionThe 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 Agreement