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 DecisionThe 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.
In In
Continue Reading Court of Chancery Dismisses Claims Against McDonald’s Corp. DirectorsThe 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 InjunctionThe 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 AgreementThe 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
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
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
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
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 Stable