Delaware Business Litigation Report: Litigation

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Litigation

Delaware Business Litigation Report

Provides business-related litigation information which has been summarized by attorneys currently practicing in Delaware's courts. Searchable Case Summary Database contains summaries of court opinions released since January 2005. Provides links to other resources such as the Delaware Code and administrative rules.
By Morris James LLP

Post Frequency: 5/day

Last Entry: March 29, 2011 at 12:53:19

Court Of Chancery Clarifies Majority Shareholder Coercion

Posted on January 14, 2011
In Re John Q. Hammons Hotels Inc. Shareholder Litigation, C.A. 758-CC (January 14, 2011) When a controlling shareholder has the power to veto any proposed transaction, it is sometimes claimed that his support for a particular deal has forced the other shareholders to accept that deal or get nothing...

Court Of Chancery Vacated Arbitration Award That Violates Law

Posted on January 14, 2011
Donegal Mutual Ins. Co. v. Progressive Northern Ins. Co., C.A. 5049-CC (January 11, 2011) Arbitration between insurance companies is different. To begin with, the arbitrators are expected more than most to follow the statutory scheme they are supposed to enforce...

Court Of Chancery Explains Selection Of Lead Counsel

Posted on December 31, 2010
In re Del Monte Foods Company Shareholders Litigation, C.A. 6027-VCL (December 31, 2010) This decision applies the so-called Hirt factors to select lead counsel and the lead plaintiff in class action litigation. The size of the proposed lead plainitff's stake in the company and the experience of its proposed lead counsel are given the greatest weight...

Court Of Chancery Explains Statutory Construction

Posted on December 30, 2010
Microstrategy Inc. v. Acacia Research Corp., C.A. 5735-VCP (December 30, 2010) This decision explains the proper role of grammar and punctuation in the interpretation of a contract. Briefly, grammar and punctuation do not overcome common sense and errors in either may be ignored when appropriate...

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Supreme Court Refuses To Adopt Deal Price As Conclusive

Posted on December 29, 2010
Golden Telecom, Inc. v. Global GT LP, C.A. No. 392, 2010 (December 29, 2010) In the last few years, the Court of Chancery has sometimes expressed confidence that the deal price set after a solid market check and proper deal negotiations may be the "fair value" to be paid to dissenters in a statutory appraisal proceeding...

Court Of Chancery Explains Dissolution Statute

Posted on December 29, 2010
Techmer Accel Holdings LLC v. Amer, C.A. 4903-VCN (December 29, 2010) This decision explains when Section 17-804 of the Delaware Limited Partnership Act comes into play. That may have important consequences as it is under that statute governing dissolutions that the Court may control distributions to partners that might hurt its creditors...

Court of Chancery Discusses Rule 11 Sanctions

Posted on December 28, 2010
Katzman v. Comprehensive Care Corp., C. A. No. 5892-VCL (December 28, 2010) In addition to providing a useful overview of advancement and indemnification, including the significant difference between these principles, this transcript offers useful guidance on when counsel should move for sanctions...

Court Of Chancery Permits Discovery On Offer Strategy

Posted on December 23, 2010
Air Products & Chemicals, Inc. v. Airgas, Inc., C.A. 5249-CC (December 23, 2010) In this latest chapter of the Airgas takeover saga, the bidder may have bitten off more than it wanted. In the past, the Court of Chancery has recognized an immunity from having to disclose a party's strategy in an on-going takeover fight...

Superior Court CCLD Guidelines On EDiscovery

Posted on December 20, 2010
This post was written by Edward M. McNally and Christopher J. Spizzirri. At the recently concluded Georgetown Advanced eDiscovery Institute on November 1, 2010, Judge Joseph Slights commented on the expectations of the judges assigned to the new Complex Civil Litigation Division of the Delaware Superior Court...

Court of Chancery Upholds Right To Change Your Mind

Posted on December 17, 2010
Roam-Tel Partners v. AT&T Mobility Wireless Operations Holdings Inc., C.A. 5745-VCS (December 17, 2010) This decision holds that a stockholder who surenders his shares and is sent a check for the merger consideration may still demand appraisal if he returns the check and makes his demand in time...

Delaware Complex Commercial Litigation Division Off To A Strong Start

Posted on December 16, 2010
In May 2010, the Delaware Superior Court established its Complex Commercial Litigation Division ( the "CCLD") in response to the growing need for more efficient treatment of complicated commercial litigation. The Division has special procedures designed to move litigation forward, deal with the problem of electronically stored information and otherwise address issues that have come to plague civil litigation in recent years...

Court Of Chancery Establishes Law On Double Derivative Litigation

Posted on December 15, 2010
Hamilton Partners LP v. Englard, C.A. 4476-VCL ( December 15, 2010) This is an important decision dealing with the often confusing law on double derivative suits. Briefly, the decision holds: (1) there is no need for there to be jurisdiction over a parent in a double derivative suit when there is jurisdiction over the Delaware subsidiary; (2) demand futility is measured at the parent level and (3) there is a derivative claim for the breach of duties owed to the subsidiary...

Court of Chancery Explains When It Will Appoint A Receiver

Posted on December 15, 2010
Pope Investments LLC v. Benda Pharmaceutical Inc. ,C.A. 5171-VCP ( December 15, 2010) When a Delaware corporation becomes insolvent, it is possible to have the Court of Chancery appoint a receiver to take over its management. Possible, but not easy as this decision shows...

Ed McNally to Serve as Panelist for Webinar on LLC Operating Agreements on December 15, 2010

Posted on December 14, 2010
Ed McNally will be a panel member for a live 90-minute webinar program entitled LLC Operating Agreements - Crafting Provisions on Fiduciary Duties, Indemnification and Exculpation to Minimize Business Disputes on Wednesday, December 15, 2010 at 1:00 p...

Delaware Supreme Court Affirms Forum Selection Clause

Posted on December 01, 2010
Ingres Corporation v CA Inc. , C.A. 105, 2010 (December 1, 2010) This decision strongly affirms that a forum selection clause that picks Delaware is going to be enforced in Delaware. That is true even when there is prior litigation elsewhere.

Court Of Chancery Explains When A Non Party May Be Made To Arbitrate

Posted on November 30, 2010
Kuroda v. SPJS Holdings, L.L.C. , C.A. 4030-CC (November 30, 2010) Of course the parties to an agreement may be compelled to arbitrate any dispute if that is what their agreement provides. But when may a non-party to an agreement with an arbitration clause also be made to arbitrate a dispute with one of the parties? The short answer is not too often...

Court Of Chancery Holds Post Merger Dispute Resolution Procedure Is An Arbirtation

Posted on November 30, 2010
SRG Global Inc. v. Robert Family Holdings Inc., C.A. 5314-VCP (November 30, 2010) Merger agreements or asset purchase agreements frequently include provisions for resolving post merger disputes. This is particularly true when there is an escrow to cover contingent claims...

Morris James LLP is Named a "Go-To Law Firm" for the Nation's Fortune 500 Companies

Posted on November 23, 2010
Recognizing the firm's strength in intellectual property litigation, Corporate Counsel magazine has named Morris James a 'Go-To Law Firm for the Top 500 Companies.' Go-To Law Firms are chosen from an American Lawyer Media national survey of general counsel from the top Fortune 500 companies and through research in various key databases...

Court Of Chancery Approves Move Of Annual Meeting

Posted on November 23, 2010
Airgas Inc . v. Air Products and Chemicals Inc., C.A. 649,2010 (November 23, 2010) In this decision, the Delaware Supreme Court reversed a decision by the Court of Chancery and held that in a staggered board, directors must serve the 3 year term to which they were elected...

Supreme Court Approves Move Of Annual Meeting

Supreme Court On Tortious Interference With Contract

Posted on November 23, 2010
ASDI, Inc. v. Beard Research, Inc., C.A. Nos. 296/301/308, 2010 (November 23, 2010) In this decision, the Supreme Court held the Court of Chancery erred in holding plaintiffs had failed to establish a tortious interference with contract claim where a third party had lawfully terminated the contract with plaintiffs...

Court Of Chancery Explains Essentials Of An Enforceable Contract

Posted on November 23, 2010
Pharmathene Inc. v. SIGA Technologies Inc., C.A. 2627-VCP (November 23, 2010) When is a letter of intent or term sheet an enforceable contract? Delaware says it is enforceable when the parties intend to be bound and when the agreement contains "all essential terms...

Court Of Chancery Requires Strict Adherence To DGCL To Split Stock

Posted on November 17, 2010
Blades v. Wisehart , C.A. 5317-VCS (November 17, 2010) Stock splits have often been a problem, especially for non-Delaware lawyers who somehow think that all they need to do is have the Board decide to split the company's stock. Not so. This decision sets out the 3 essential steps to follow...

Court Of Chancery Explains Equitable Remedy Carve Out

Posted on November 15, 2010
GTSI Corp. v. Eyak Technology LLC, C.A. 5815-VCL (November 15, 2010) There seems to be one constant issue in decisions dealing with motions to stay court proceedings in favor of arbitration -- who decides if the claims are subject to arbitration, the court or the arbitrators...

Court Of Chancery Upholds Limits On Redemption Right

Posted on November 10, 2010
SV Investment Partners, LLC v. Thoughtworks, Inc., C.A. 2724-VCL (November 10, 2010) Private equity investors often want to use preferred stock to invest in a company. In doing so the investors expect to be cashed out at some defined point. They frequently provide for that by having the certificate of incorporation require mandatory redemption of the preferred stock...

Court Of Chancery Again Sets Procedures For Advancement

Posted on November 09, 2010
Fuhlendorf v. Isilon Systems Inc., C.A. 5772-VCN (November 9, 2010) Once the right to fee advancement has been determined, there remains the potentially vexing question of how to determine if the fees on any given statement are reasonable. The last thing the Court wants to do is become the monthly fee arbitrator for a case...

Transcript of Panel Including Current and Former Members of Delaware Judiciary on Corporate Governance after Financial Crisis

Posted on November 05, 2010
The latest issue of the New York University Journal of Law & Business contains an interesting transcript of a January 22, 2010 symposium panel addressing Corporate Governance After the Financial Crisis. Members of the panel included Justice Jacobs, former Chancellor Allen and then-Vice Chancellor Lamb...

Court Of Chancery Explains Conversion Cap

Posted on November 05, 2010
ION Geophysical Corporation v. Fletcher International Ltd., C.A. No. 5050-VCP (November 5, 2010) This decision explains how a 'conversion cap' works to prevent the holders of convertible securities from converting those securities to common stock...

Four Morris James Attorneys Selected By Their Peers As "Top Lawyers" In Delaware Today Magazine

Posted on November 04, 2010
Morris James is pleased to congratulate the lawyers listed below who were the most recommended by their professional peers, as determined by a Delaware Today survey of Delaware attorneys. Gretchen S. Knight Divorce Family Law Mary M. Culley Elder Law Keith E...

Morris James LLP Receives "Award of Excellence" From The Marvin S. Gilman Superstars in Business Awards Sponsored by the DSCC

Posted on November 04, 2010
We are very pleased to receive this honor from the Delaware State Chamber of Commerce," said David H. Williams, Managing Partner of Morris James LLP, "Our firm is deeply rooted in Delaware and we are committed to providing our community with top-tier legal services...

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