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 AgreementDelaware Chancery
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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Termination of Receivership Standard Addressed by the Court
By Fox Rothschild LLP on
In the recent decision of Jagodzinksi v. Silicon Valley Innovation Company, LLC, C.A. No. 7378-VCP (Del. Ch. Aug. 7, 2015), the Court of Chancery ruled on plaintiff’s motion to terminate…
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Record-Setting Derivative Action Settlement (275MM) Approved by the Court of Chancery
By Fox Rothschild LLP on
In the recent opinion of In re Activision Blizzard, Inc. Stockholder Litigation, Cons. C.A. No. 8885-VCL (Del. Ch. May 20, 2015), the Court approved the highest settlement reached…
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Court Stays Consideration of Action to Allow Arbitrator to Determine Jurisdiction
By Fox Rothschild LLP on
The Delaware Court of Chancery has not uncommonly stayed actions in favor of a first-filed arbitration proceeding, especially for the purposes of allowing the arbitration panel to determine the scope…
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Court of Chancery Rejects Defenses to Advancement – Fees on Fees Granted
By Fox Rothschild LLP on
Delaware companies should “tread carefully” in denying a present or former executive’s demand for advancement, because as reflected by the recent decision of Blankenship v. Alpha Appalachia Holdings, Inc., …
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Advancement and Indemnification Rights – Recovering Interest
By Fox Rothschild LLP on
Are corporate officials entitled to interest on advancement and indemnification obligations owed by the company?
While the statute, 8 Del. C. § 145, does not address the recovery of interest…
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Advancement and Indemnification Rights – Recovering Fees on Fees
By Fox Rothschild LLP on
Often times, a corporate official seeking advancement or indemnification will demand “fees on fees” – i.e. recovery of the costs associated with making a demand for advancement or indemnification.
As…
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Advancement and Indemnification Rights – Reasonableness of Expenses
By Fox Rothschild LLP on
Regardless of whether a corporate official seeks advancement or indemnification, such individual may only recover those expenses that have been “actually and reasonably incurred.” 8 Del. C. §§ 145(a) and…
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