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 complaint where the ground for the motion offers a reasonable expectation that if the motion is granted litigation in this or another forum will be
Case Summaries
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 and to compel arbitration. The Plaintiff and Defendant entered into a Consulting Services Agreement (“Agreement”) that contained an arbitration clause. Under the arbitration clause, the…
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 business’s response to the COVID-19 pandemic violated an “ordinary course covenant” by which the Seller promised not to deviate from running the business in the…
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 to seek inspection of books and records under 8 Del. C. § 220 because he filed suit after his shares were cancelled in a merger. …
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 Delaware corporations’ charters, requiring that actions arising under the Securities Act of 1933 (the “Securities Act”) be brought in federal court, was valid and enforceable.…
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 Court of Chancery granted in part and denied in part a motion to dismiss filed by the director defendants of NantHealth, Inc.
In this consolidated…
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 damages award of $1 by the Court of Chancery in a suit over a multi-billion dollar sale of a portion of defendant/appellee Invenergy Wind LLC…
Delaware Supreme Court Overturns Chancery’s Aruba Appraisal Decision
By Fox Rothschild LLP on
On April 17, 2019, the Delaware Supreme Court reversed a significant appraisal decision from the Delaware Court of Chancery in Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., No. 368, 2018 (Del. Apr. 17, 2019). In Aruba, the Supreme Court reversed the trial court’s fair value award of $17.13 a share, directing the…
Chancery Applies Rule 15(aaa) to Action Transferred from Superior Court
By Fox Rothschild LLP on
In the recent decision of Otto Candies, LLC v. KPMG, LLP, C.A. No. 2018-0435-MTZ (Del. Ch. Apr. 25, 2019), the Delaware Court of Chancery found that Rule 15(aaa) applied to a case transferred from the Superior Court when plaintiffs, faced with a motion to dismiss for failure to state a claim under Rule 12(b)(6),…
Court of Chancery Finds Personal Jurisdiction Lacking under the Implied Consent Statute of the LLC Act
By Fox Rothschild LLP on
In the recent decision of CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019), the Delaware Court of Chancery addressed whether certain named defendants were subject to jurisdiction in Delaware under the implied consent statute of 6 Del. C. § 18-109(a). That statute provides a statutory basis for “managers” (as…