Delaware Business Litigation Report

Delaware Business Litigation Report

Category Archives: Case Summaries

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Master Denies Limits On Trading Following Inspection

Posted in Books and Records
Southpaw Credit Opportunity Master Fund LP v. Advanced Battery Technologies Inc,. C.A. 9542-ML (February 26, 2015) A Master holds that the Court should not impose trading restrictions after a books and records inspection but should impose a confidentiality provision. Also interesting, the Master rejected the claim that China law prohibited inspection of a Delaware corporation’s [&hellip… Continue Reading

Court Of Chancery Limits Drag-Along Rights

Posted in Appraisal
Halpin v. Riverstone National Inc., C.A. 9796-VCG (February 26, 2015) Whether drag-along rights can preclude an appraisal action for common stock has not been decided in Delaware.  Here, because the merger was completed before the drag-along rights were asserted, the Court did not have to decide that issue and instead just held the right was [&hellip… Continue Reading

Court Of Chancery Upholds Privilege For Funding Agreement

Posted in Discovery
Carlyle Investment Management Company L.L.C. v. Moonmouth Company S.A., C.A. No. 7841-VCP (February 24, 2015) Applying the Delaware “because of” test to determine what is covered by the work product privilege, this decision prohibits discovery of the funding agreement between a litigation funding firm and one of the parties to the litigation. This is the [&hellip… Continue Reading

Court Of Chancery Explains Conspiracy Theory Of Jurisdiction

Posted in Jurisdiction
Virtus Capital L.P. v. Eastman Chemical Company, C.A. 9808-VCL (February 11, 2015) This is a very useful decision because of its detailed explanation of the conspiracy theory of jurisdiction, which was first adopted in the famous Istituto Bancario case. As the decision makes clear, breaches of fiduciary duty claims are particularly suited for that theory and [&hellip… Continue Reading

Court Of Chancery Upholds Arbitration Clause In Breach Of Fiduciary Duty Case

Posted in Arbitration
Lewis v. AimCo Properties L.P., C.A. 9934-VCP (February 10, 2015) This decision enforces an arbitration clause in an LLC agreement even when the claim asserted a breach of fiduciary duty. While not surprising in itself, the decision may also have broader implications about whether a bylaw with an arbitration provision may be enforced in a [&hellip… Continue Reading

Court Of Chancery Enforces Section 273

Posted in Dissolution
In The Matter Of Bermor Inc., C.A. 8401-VCL (February 9, 2015) This decision reinforces that the joint venture statute for Delaware corporations, Section 273, requires the Court to dissolve the entity upon a deadlock. Absent extraordinary circumstances amounting to a fraud, the Court has no discretion to do otherwise… Continue Reading

Court Of Chancery Declines Mootness Fee

Posted in Class Actions
In re Zalicus Inc. Stockholders Litigation, C.A. 9602-CB (January 16, 2015) The Court of Chancery has again declined to dismiss a class action without notice to the class that the plaintiff’s attorney is to be paid a so-called “mootness fee.”  That is a too-clever attempt to avoid having the court actually look at how much [&hellip… Continue Reading

Court Of Chancery Explains Pro Se Procedure

Posted in Jurisdiction
Alfred v Walt Disney Co., C.A. 10211-VCG (January 14, 2015) This decision has generated a lot of comment about the plaintiff’s outlandish complaint. However, it is also a good source on Delaware law dealing with how to treat pro se complaints, particularly what leniency they will receive.  Note as well the kindness of the Court [&hellip… Continue Reading