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Delaware Chancery Law Blog

Corporate and Commercial Practice in the Delaware Court of Chancery

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Delaware Amends DGCL Section 145 to Authorize Captive Insurance Agreements

By Chaney Hall on February 10, 2022

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

Posted in Advancement, Fiduciary Duties, News

Stockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger

By Chaney Hall on December 16, 2021

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…
Continue Reading Stockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger

Posted in Books and Records Demand, Case Summaries, Mergers and Acquisitions, News, Rules and Links, Shareholder Disputes

Supreme Court Affirms Chancery’s Section 204 and 205 Rulings

By Fox Rothschild LLP on October 31, 2015

On October 22, 2015, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s ruling in the action Boris v. Schaheen, No. 121, 2015 (Del. Oct. 22, 2015).  As…
Continue Reading Supreme Court Affirms Chancery’s Section 204 and 205 Rulings

Posted in Shareholder Disputes

Section 205 Actions Further Clarified

By Fox Rothschild LLP on October 31, 2015

Section 205 of the DGCL provides the Court of Chancery with broad powers to fashion declaratory and other appropriate remedies, and specifies considerations to be weighed by the Court of…
Continue Reading Section 205 Actions Further Clarified

Posted in Summary Proceedings

Advancement for Intervention Permitted

By Fox Rothschild LLP on October 30, 2015

Not uncommonly, a former director or officer of a Delaware corporation will bring a claim for advancement against the company to defend his or herself in a lawsuit arising “by…
Continue Reading Advancement for Intervention Permitted

Posted in Advancement

Joint Venture Dissolution Under Section 273: Appropriate Remedies

By Fox Rothschild LLP on September 22, 2015

If a petitioner is able to satisfy the three requirements set forth in Section 273 of the DGCL—namely (i) two 50/50 stockholders, (ii) engaged in a joint venture, and (iii)…
Continue Reading Joint Venture Dissolution Under Section 273: Appropriate Remedies

Posted in Dissolution

Section 273 Dissolution – Inability to Agree upon the Desirability of Discontinuing the Joint Venture

By Fox Rothschild LLP on September 21, 2015

Under Section 273 of the DGCL, the third requirement under the statute is the inability of the two stockholders to agree upon the desirability of discontinuing the joint venture…
Continue Reading Section 273 Dissolution – Inability to Agree upon the Desirability of Discontinuing the Joint Venture

Posted in Dissolution

Advancement Claim Denied by Court of Chancery

By Fox Rothschild LLP on September 14, 2015

In the most recent advancement decision issued by the Court of Chancery, Charney v. American Apparel Inc., C.A. No. 11098-CB (Del. Ch. Sept. 11, 2015), the Court declined to grant…
Continue Reading Advancement Claim Denied by Court of Chancery

Posted in Advancement

Advancement Claim Denied – “By Reason of the Fact” Standard Analyzed

By Fox Rothschild LLP on September 14, 2015

Under Section 145 of the Delaware General Corporation Law (“DGCL”), claims for indemnification or advancement by a director or officer of a corporation must relate to lawsuits or proceedings “by…
Continue Reading Advancement Claim Denied – “By Reason of the Fact” Standard Analyzed

Posted in Advancement

Section 273 Dissolution – What Constitutes a “Joint Venture” (Part II of II)

By Fox Rothschild LLP on August 31, 2015

Since the 1959 Carmer decision discussed in the prior post, several other noteworthy Delaware opinions have explained what exactly a “joint venture” means for purposes of Section 273 of…
Continue Reading Section 273 Dissolution – What Constitutes a “Joint Venture” (Part II of II)

Posted in Dissolution

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