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 AgreementCase Summaries
Defunct Delaware Corporation Cannot Be Used To Circumvent IPO Process
By Nathaniel Klepser & Chaney Hall 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
By Chaney Hall on
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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Chancery Court Confirms Low Burden For Stay Of Discovery While a Motion to Dismiss is Pending
By Seth A. Niederman on
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…
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Applicability of Statute of Repose Is An Issue Of Procedural Arbitrability To Be Decided By Arbitrator
By Chaney Hall on
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
By Chaney Hall on
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
By Chaney Hall on
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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Delaware Supreme Court Validates Charter Provisions Requiring that Federal Securities Act Claims be Brought in Federal Court
By Fox Rothschild LLP & Kasey DeSantis on
In the highly anticipated decision of Salzberg v. Sciabacucchi, No. 346, 2019, 2020 WL 1280785 (Del. Mar. 18, 2020), the Delaware Supreme Court held that a provision in several…
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NantHealth Inc. Directors Dismissed from Suit, with Exception of Breach of Fiduciary Duty Claims Against Founder
By Fox Rothschild LLP on
In the recent decision handed down by Chancellor Bouchard in the case of In re NantHealth, Inc. Stockholder Litigation, Lead C.A. No. 2018-0302-AGB (Del. Ch. Jan. 14, 2020), the Delaware…
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Delaware Supreme Court Reverses Chancery Judgment, Awards Wind Farm Investor $126 million in Damages
By Fox Rothschild LLP on
In the recent Delaware Supreme Court decision of Leaf Invenergy Co. v. Invenergy Renewables, LLC, No. 308, 2018 (Del. May 3, 2019), the High Court found that a nominal …
Continue Reading Delaware Supreme Court Reverses Chancery Judgment, Awards Wind Farm Investor $126 million in Damages