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Delaware Chancery Law Blog

Corporate and Commercial Practice in the Delaware Court of Chancery

Topics

Advancement

Delaware Amends DGCL Section 145 to Authorize Captive Insurance AgreementsAdvancement Awarded to Delaware LLC Member by Court of ChanceryIndemnification of Affirmative Claims Analyzed by the Court of Chancery

Appraisal Actions

The Delaware Court of Chancery Adopts Outsider Reverse Veil-PiercingDelaware Supreme Court Overturns Chancery's Aruba Appraisal DecisionNo Damages Found in PLX Technology Stockholders Litigation Suit

Books and Records Demand

Chancery Court Holds Plaintiff Responsible For Receiver’s Fees In Section 220 Action.Stockholder Lacks Standing to Seek Inspection After Stock Canceled In MergerAmerisourceBergen Ordered to Produce Board Level Documents Relating to Opioid Investigations in Section 220 Books and Records Action

Case Summaries

Court of Chancery States the Test for a Permanent InjunctionA Member of a Delaware LLC Can Withdraw Their Membership by Implied AgreementDefunct Delaware Corporation Cannot Be Used To Circumvent IPO Process

Derivative Actions

Corporate Waste Claim Survives Motion to DismissDemand Not Excused When "Best Practices" Not FollowedCaremark Claims Analyzed by Delaware Court of Chancery

Dissolution

Court of Chancery Opinion Addresses the Equitable Dissolution of a Delaware LLCChancery Approves Sale of TransPerfect Global, Inc.Chancery Grants Dissolution Under Section 18-802 of the LLC Act

Entity Formation

Delaware Supreme Court Holds that Contract May be Voided by LLC Agreement; Remands for Further ProceedingsLLC Operating Agreements: Top 10 List of Material TermsCourt Reinforces Notion of Contractual Freedom of LLC Operating Agreements

Fiduciary Duties

Delaware Amends DGCL Section 145 to Authorize Captive Insurance AgreementsDelaware Court of Chancery Dismisses Complaint Against Certain Officers, Directors and Stockholders of Roan Resources, Inc.No Damages Found in PLX Technology Stockholders Litigation Suit

Local Counsel

Chancery Court Confirms Low Burden For Stay Of Discovery While a Motion to Dismiss is PendingCourt of Chancery Announces New Rule Changes and Adopts Operating ProceduresAmendments to Court of Chancery Rule 171 and Rule 10 will be Effective Tomorrow

Mergers and Acquisitions

Delaware Court of Chancery Dismisses Complaint Against Certain Officers, Directors and Stockholders of Roan Resources, Inc.Del. Supreme Court Affirms Court of Chancery’s Decision in AB StableStockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger

News

Court of Chancery States the Test for a Permanent InjunctionA Member of a Delaware LLC Can Withdraw Their Membership by Implied AgreementDelaware Amends DGCL Section 145 to Authorize Captive Insurance Agreements

Practice Pointers

Chancery Opinion Provides a Roadmap to Discovery Rules and ObligationsEnlargement of Word Count Requires Good CauseJurisdiction Over Foreign Delaware Corporations Revisited

Receivership

Chancery Court Holds Plaintiff Responsible For Receiver’s Fees In Section 220 Action.Termination of Receivership Standard Addressed by the CourtAndrikopoulos Decision Adopted - Advancement Claims Not Afforded Priority Status in Receivership Proceeding

Rules and Links

Chancery Court Confirms Low Burden For Stay Of Discovery While a Motion to Dismiss is PendingApplicability of Statute of Repose Is An Issue Of Procedural Arbitrability To Be Decided By ArbitratorStockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger

Shareholder Disputes

Stockholder Lacks Standing to Seek Inspection After Stock Canceled In MergerChancery Discusses Valuation MethodsChancery: § 251(h) Tender Offers Get Irrebuttable Business Judgment Review

Summary Proceedings

DGCL Section 223: Petitioning the Court to Fill Vacant Director PositionsAppraisal of Dell Inc.: Discounted Cash Flow Methodology UtilizedDell Inc. Appraisal - Technical Defect Dooms T. Rowe Petitioners

Trust Litigation

Chancery Amends Guardianship Rule 180Delaware Trust Beneficiaries: Why it is Important that your Trustee is Trustworthy

Uncategorized

Court of Chancery States the Test for a Permanent InjunctionCourt of Chancery Discusses the Knowledge Element in Pleading Tortious Interference and Aiding and Abetting Breach of Fiduciary Duty ClaimsCourt of Chancery Examines Equitable Subject Matter Jurisdiction

Delaware Chancery Law Blog

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