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
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Fiduciary Duties
High Court Reverses Court of Chancery in Sanchez Derivative Litigaiton
By Fox Rothschild LLP on
Earlier this month, the Delaware Supreme Court reversed a decision of the Delaware Court of Chancery in the matter of In re Sanchez Energy Derivative Litig., No. 702, 2014 …
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Court Severs Books And Records Action From Fiduciary Duty Claim
By Fox Rothschild LLP on
In the case of The Ravenswood Investment Company, L.P. v. Winmill & Co. Inc., C.A. No. 7048-VCN (Del. Ch., Jan. 31, 2013), the Court of Chancery analyzed motions…
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Delaware Supreme Court Declines to Hold that Default Fiduciary Duties are Owed in LLCs
By Fox Rothschild LLP on
The issue of whether default fiduciary duties apply to Delaware LLCs when the LLC agreement is silent on the matter is an open issue in Delaware…
In the
Jurisdiction Over Manager Of Delaware Limited Liability Partnership Denied–Lack Of Statutory Authority
By Sheldon Rennie on
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
Delaware Supreme Court Affirms Substantial Judgment and Hundreds of Millions of Dollars in Fees for Breach of Fiduciary Duty
By Fox Rothschild LLP on
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…
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Delaware LLC Controlling Member Held Liable for Fiduciary Breaches
By Sheldon Rennie on
In the case of Auriga Capital Corporation v. Gatz Properties, LLC, C.A. No. 4390-CS (Del. Ch. Jan. 27, 2012), the Court of Chancery reinforced the notion that a…
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Appraisal Actions Must Be Instituted Separately From Claims of Wrongdoing Against Directors and Officers, With One Exception
By Sheldon Rennie on
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…
Court Reinforces Principle that in Most Circumstances Appraisal is the Exclusive Remedy in Connection With a Short Form Merger
By Sheldon Rennie on
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…
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Interclick, Inc.’s Board of Directors Sued in Class Action Complaint
By Fox Rothschild LLP on
In the case of Siamak “Sam” Elghanian v. Interclick, Inc., et al., C.A. No. 7066 (Del. Ch. 2011), the shareholders of interclick, Inc. (“interclick”) filed a class action complaint…
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