Delaware Corporate and Commercial Litigation Blog: Litigation

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Litigation

Delaware Corporate and Commercial Litigation Blog

Summary of Delaware court decisions of import to corporate and commercial law, primarily from the Delaware Chancery Court and Delaware Supreme Court.
By Francis G. X. Pileggi, Esq.

Post Frequency: 12.2/day

Last Entry: May 17, 2013 at 09:33:10

Insider Trading Claim against Kohlberg Kravis Roberts & Co. Allowed to Proceed

Posted on May 17, 2013
In re: Primedia, Inc., Shareholders Litigation, Cons., C.A. No. 6511-VCL (Del. Ch. May 10, 2013). Issue Addressed: Whether insider trading claim based on state law should be allowed to proceed despite motion to dismiss by special litigation committee...

Chancery Declines to Enjoin Acquisition of Plains Exploration and Production Co.

Posted on May 10, 2013
In Re Plains Exploration & Production Company Stockholder Litigation, Cons., C.A. No. 8090-VCN (Del. Ch. May 9, 2013). Issues Addressed: Were Revlon duties of the board breached due to the absence of a special committee and pre-market check in connection … Continue reading →

COURT DECLINES TO DISMISS CAREMARK CLAIMS AGAINST DIRECTORS OF DELAWARE CORPORATION BASED IN CHINA

Posted on May 09, 2013
Rich v. Chong, C. A. No. 7616-VCG ( Del. Ch., April 25, 2013). Issue Addressed: Whether a motion to dismiss Caremark claims in a derivative action against directors of a Delaware Corporation can proceed where the plaintiff shareholder made a … Continue reading →

mobilactive

Posted on May 08, 2013
A prior 92-page decision by the Court of Chancery in this case was highlighted on these pages at this link. The prior opinion described the claims against joint venturers based on both contract and fiduciary duty.

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Delaware Fiduciary Duty of Disclosure Explained by Chancery

Posted on May 06, 2013
In re Wayport, Inc. Litigation, Cons., C.A. No. 4167-VCL (Del. Ch. May 1, 2013). Issue Addressed: Among the several issues addressed in this case, the most noteworthy is a fulsome discussion and restatement of the fiduciary duty of disclosure that directors … Continue reading →

Settlement Agreement Enforced Without All Signatures

Posted on May 06, 2013
Whittington v. Dragon Group LLC, C.A. No. 2291-VCP (Del. Ch. May 1, 2013). Multiple prior decisions in this case have been highlighted on these pages and they provide more background details for the interested reader. Issue Addressed: Whether a settlement agreement … Continue reading →

Post-Mediation Statement by Mediator Not Admissible to Enforce Settlement

Posted on May 06, 2013
United Health Alliance, LLC v. United Medical, LLC, C.A. No. 7710-VCP (Del. Ch. May 6, 2013). Issue Addressed: Whether a post-mediation e-mail by a mediator is admissible for purposes of enforcing the terms of a settlement reportedly reached during mediation...

Chancery Penalizes Obstruction in Efforts to Take Deposition

Posted on May 01, 2013
Cartanza v. Cartanza, C.A. No. 7618-VCP (Del. Ch. April 16, 2013). Issue Addressed: Whether attorneys? fees should be awarded due to defense counsel obstructing the efforts of opposing counsel to depose his client. Short Answer: Yes. Brief Overview This letter … Continue reading →

Attorney/Client Privilege and Work Product Doctrine Again Addressed by Chancery

Posted on April 25, 2013
AM General Holdings LLC v. The Renco Group, Inc., C.A. No. 7639-VCN (Del. Ch. April 18, 2013). A prior Chancery decision in this case was highlighted on these pages at this link. Issue Addressed: Whether the attorney/client privilege and the … Continue reading →

Chancery Addresses Attorney/Client Privilege and Work Product Doctrine

Posted on April 25, 2013
JPMorgan Chase & Co. v. American Century Companies, Inc., C.A. No. 6875-VCN (Del. Ch. April 18, 2013). Issue Addressed: Whether the attorney/client privilege and work product doctrine were defenses to a motion to compel? Short Answer: Yes in part and no … Continue reading →

Chancery Rules on Rights of Director to Corporate Information

Posted on April 22, 2013
Kalisman v. Friedman, C.A. No. 8477-VCL (Del. Ch. April 17, 2013). Issue Addressed: Can a corporation deny access to confidential data to a member of the board of directors based on the attorney/client privilege or work product doctrine? Short Answer: Not … Continue reading →

New Scholarship on Revlon Duties of Directors

Posted on April 22, 2013
Professor Stephen Bainbridge, a favorite corporate scholar of the Delaware Courts (based in part on the number of times his corporate scholarship is cited in their opinions), has penned an article entitled the The Geography of Revlon-Land, that includes a … Continue reading →

Chancery Penalizes Obstruction in Efforts to Take Deposition

Posted on April 20, 2013
Cartanza v. Cartanza, C.A. No. 7618-VCP (Del. Ch. April 16, 2013). Issue Addressed: Whether attorneys? fees should be awarded due to defense counsel obstructing the efforts of opposing counsel to depose his client. Short Answer: Yes. Brief Overview This letter … Continue reading →

Chancery Addresses Reasonableness of Fees Awarded Pursuant to Contract

Posted on April 19, 2013
Edgewater Growth Capital Partners L.P. v. H.I.G. Capital, Inc., C.A. No. 3601-CS (Del. Ch. April 18, 2013). This ruling explains both an issue about attorneys’ fees and the revision of a previous Chancery opinion in this case highlighted on these pages here...

Chancery Addresses ?At Issue? Exception to Attorney/Client Privilege

Posted on April 16, 2013
In re Comverge, Inc., Shareholders Litigation, C.A. No. 7368-VCP (Del. Ch. April 10, 2013). Issue Presented: Whether the attorney-client privilege was a defense to a motion to compel documents. Short Answer: Yes, under the circumstances of this case...

Supreme Court Reverses Chancery on Collateral Estoppel/Demand Futility and Section 220 Issues

Posted on April 08, 2013
Pyott v. Louisiana Municipal Police Employees’ Retirement System, No. 380, 2012 (Del. Supr., April 4, 2013). Issues Addressed: (1) Whether or not a prior ruling by a California court dismissing a derivative suit served as a bar to subsequent Delaware derivative … Continue reading →

Chancery Dismisses Contract Case for Lack of Equitable Jurisdiction

Posted on April 07, 2013
Charlotte Broadcasting v. Davis Broadcasting of Atlanta, C.A. No. 7793-VCG (Del. Ch. April 2, 2013). What this case is about: This opinion dismissed a breach of contract claim due to a finding that the claims did not provide a basis for … Continue reading →

Chancery Enforces Non-Competition Agreement

Posted on April 07, 2013
Simplexity, LLC v. Zeinfeld, C.A. No. 8171-VCG (Del. Ch. April 5, 2013) (Redacted Version) Issue Addressed: This case involves a dispute between two companies over the hiring of the former CEO of Simplexity, Andrew Zeinfeld. (The publication of this opinion … Continue reading →

Chancery Applies First-Filed Rule to Stay Case

Posted on April 06, 2013
Baden-Wurttenberg v. Walton Seattle Mezz Holdings VI-B, LLC, C.A. No. 7933-VCG (Del. Ch. April 1, 2013). This decision applies the familiar first-filed rule, and on that basis stayed this action in favor of a prior-filed lawsuit in the state of … Continue reading →

Chancery Dismisses Dissolution Claim

Posted on April 05, 2013
Wiggs v. Summit Midstream Partners, LLC, C.A. No. 7801-VCN (Del. Ch. March 28, 2013). This opinion addresses: claims for breach of fiduciary duty in the context of an LLC agreement, which waived all fiduciary duties, and also addresses a claim … Continue reading →

Chancery Rules on Substantive Arbitrability

Posted on April 04, 2013
Li v. Standard Fiber LLC, C.A. No. 8191-VCN (Del. Ch. March 28, 2013). This Court of Chancery opinion addressed a recurring theme in Delaware commercial litigation: substantive arbitrability. That is, whether the court or an arbitrator should determine whether a … Continue reading →

Chancery Bars Claim that Stock Options Were Exercised

Posted on March 31, 2013
Eluv Holdings (BVI) Ltd v. Dotomi, LLC, C.A. No. 6894-VCP (Del.Ch. Mar. 26, 2013). This Chancery opinion addresses the claims of a couple who sought to enforce an option for stock in a start-up company. The court explained why the inordinate … Continue reading →

Chancery Denies Advancement Claim

Posted on March 31, 2013
Emerging Growth Fund, L.P. v. Figlus, C.A. No. 7936-VCP (Del. Ch. Mar. 28, 2013). This Chancery opinion denies a claims for advancement which was made as part of and in the context of a motion for a preliminary injunction to enforce the terms … Continue reading →

Chancery Interprets New Confidentiality Rule to Require Disclosure of Documents Filed with Court

Posted on March 28, 2013
Horres v. Chick-fil-A, Inc., C.A. No. 5530-VCL (Del. Ch. Mar.27, 2013). Why this case is noteworthy. This letter ruling is the first decision that interprets the new Court of Chancery Rule 5.1 that became effective on Jan. 1, 2013 and … Continue reading →

Chancery Recognizes Right to Appoint Receiver of Solvent Corp.

Posted on March 25, 2013
Zutrau v. Jansing, C.A. No. 7457-VCP (Del. Ch. Mar. 18, 2013). Issues addressed in this Court of Chancery opinion: (1) The right to have a receiver appointed for a solvent corporation based on allegations of fraud and breach of fiduciary … Continue reading →

Chancery Addresses Right to Direct Claim for Dilution of Minority Shareholders

Posted on March 24, 2013
Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013). This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in … Continue reading →

Chancery Awards Fees in Disclosure Only Settlement

Posted on March 23, 2013
In re: Paetec Holding Corp. Shareholders Litigation, C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013). This Chancery opinion explains why attorneys’ fees were awarded in the amount of $500,000 based on a settlement of a challenge to a merger that resulted … Continue reading →

Tulane Corporate Law Seminar

Posted on March 21, 2013
This is the 25th year that the Tulane Corporate Law Institute has presented a seminar in New Orleans that attracts corporate litigators and M & A lawyers from around the country to discuss the latest developments in corporate law. Members … Continue reading →

Vice Chancellor Publishes Article on Shareholder Litigation in Chancery

Posted on March 21, 2013
Vice Chancellor Donald F. Parsons of the Delaware Court of Chancery has penned a law review article with a former law clerk on the topic of shareholder litigation and how the burgeoning cases in this area have led to refinements … Continue reading →

Court Explains Deferred Ruling on Request for Advancement of Fees

Posted on March 20, 2013
R & R Capital LLC v. Merritt, C.A. No. 3989-VCG (Del. Ch. March 15, 2013). This is a ruling upon remand from the Delaware Supreme Court, asking the Court of Chancery to explain more clearly its deferral of a ruling … Continue reading →

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