It is doubtless troubling to New Media that Delaware law provides no statutory basis for exercising jurisdiction over the manager of a Delaware limited liability partnership for breaches of fiduciary duty in the course of his work for the partnership, absent acts taken in Delaware itself in furtherance of the  alleged wrongdoing.  But this is

On August 27, 2012, the Delaware Supreme Court, in a lengthy, 110 page opinion, affirmed the Court of Chancery’s judgment of over $2 billion in damages in connection with a breach of fiduciary duty claim relating to the sale of a company.  The Supreme Court also affirmed the award of attorneys’ fees totaling $300 million. 

It is not uncommon for shareholders who seek appraisal of their shares, pursuant to Section 262 of the Delaware General Code (“DGCL”) in objection to a merger, to also pursue claims of wrongdoing against the directors or officers of the merging corporation (i.e. claims for breach of fiduciary duty, fraud, etc.).  This post will address

On January 10, 2012, in the case of In Re Appraisal of the Aristotle Corporation, the Delaware Court of Chancery addressed an issue of first impression with respect to the standing of stockholders, who dissented to a short form merger under Section 253 of the Delaware General Corporation Law (“DGCL”) and perfected their appraisal

In the case of George Durgin v. Andatee China Marine Fuel Services Corporation, et al., C.A. No. 7074 (Del. Ch. 2011), the shareholders of Andatee China Marine Fuel Services Corporation (“Andatee”) filed a class action complaint to enjoin the going private takeover of Andatee by the Company’s Chief Executive Officer and majority shareholder, An

Section 225 of the Delaware General Corporation Law (“DGCL”) provides a mechanism through which shareholders, directors or officers of a corporation can challenge the appointment, removal or resignation of any director or officer of a corporation.  Proceedings under 8 Del. C. § 225 (“Section 225”) are summary in nature, and typically such actions address whether