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
Fiduciary Duties
Delaware Court of Chancery Dismisses Complaint Against Certain Officers, Directors and Stockholders of Roan Resources, Inc.
In a 77-page Memorandum Opinion issued by Vice Chancellor Fioravanti in Cindy Harcum v. John Lovoi et al., C.A. No. 2020-0398-PAF (Del. Ch. Jan. 3, 2022), the Delaware Court…
Continue Reading Delaware Court of Chancery Dismisses Complaint Against Certain Officers, Directors and Stockholders of Roan Resources, Inc.
No Damages Found in PLX Technology Stockholders Litigation Suit
In the recent decision of In re PLX Technology, Inc. S’holders Litig., Consl. C.A. No. 9880-VCL (Del. Ch. Oct. 16, 2018), the Delaware Court of Chancery found that shareholders…
Continue Reading No Damages Found in PLX Technology Stockholders Litigation Suit
“Partial and Elliptical Disclosures” Prevent the Application of Corwin Business Judgment Review
In the recent decision of Morrison v. Berry, No. 445, 2017 (Del. July 9, 2018), the Delaware Supreme Court issued an opinion of import in connection with the Corwin …
Continue Reading “Partial and Elliptical Disclosures” Prevent the Application of Corwin Business Judgment Review
Chancery Dismisses Claims that are Duplicative of Breach of Contract Claim
In the recent decision of Edinburgh Holdings, Inc. v. Education Affiliates, Inc., C.A. No. 2017-0500-JRS (Del. Ch. June 6, 2018), the Delaware Court of Chancery considered whether claims for…
Continue Reading Chancery Dismisses Claims that are Duplicative of Breach of Contract Claim
Demand Not Excused When “Best Practices” Not Followed
When a derivative lawsuit is brought on behalf of a company, the derivative plaintiff will often times attempt to argue that demand upon the board would be “futile” in order…
Continue Reading Demand Not Excused When “Best Practices” Not Followed
Breach of Fiduciary Duty Does Not Always Lead to Damages
It is not uncommon for the Court of Chancery to find that a fiduciary duty was breached, but to award only nominal damages or no damages as a result of…
Continue Reading Breach of Fiduciary Duty Does Not Always Lead to Damages
Caremark Claims Analyzed by Delaware Court of Chancery
In the recent decision of Oklahoma Firefighters Pension & Retirement System v. Corbett, C.A. No. 12151-VCG (Del. Ch. Dec. 18, 2017), the Delaware Court of Chancery provided a scholarly…
Continue Reading Caremark Claims Analyzed by Delaware Court of Chancery
You Can’t Pick Your Facts
Clients can pick their own attorneys but they cannot pick their own facts. A recent case decided by Master Ayvazian highlights the difficulties that unfortunate facts can present.
Creditors have…
Continue Reading You Can’t Pick Your Facts
To Ensure a Successful Estate Plan, Take a Holistic Approach
The Delaware Supreme Court has just handed down a decision that dramatically illustrates the need to take a holistic approach to an estate plan to ensure that what you want…
Continue Reading To Ensure a Successful Estate Plan, Take a Holistic Approach