Delaware Business Litigation Report

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Category Archives: Case Summaries

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Chancery Court Rejects Trading Restriction as Condition of Receipt

Posted in Case Summaries
Authored By Thomas Hanson This article was originally published in the Delaware Business Court Insider | July 2, 2014 Under 8 Del. C. Section 220, stockholders of Delaware companies are entitled to inspect certain books and records of the company upon stating a proper purpose. A long-recognized proper purpose for a books-and-records demand is an interest in valuing … Continue Reading

Court Of Chancery Interprets Preferred Stock Rights

Posted in Corporate Charters
Brevan Howard Credit Catalyst Master Fund Limited v. Spanish Broadcasting System Inc., C.A. No. 9209-VCG (June 27, 2014) This is another in line of cases dealing with the statutory limit of using only “legally available funds” to redeem preferred stock.  Recognizing this limit, preferred stock provisions are evolving by adding additional requirement that make the … Continue Reading

District Court Explains Scope Of Trade Secret Act

Posted in Business Torts
Osco Motors Company LLC v. Marine Acquisition Corp., No. 13-868-RGA/MPT (June 24, 2014) Whether the Uniform Trade Secret Act precludes other claims for the same conduct is an often ignored question by plaintiffs who file multi-count complaints that include a claim under that Act. This decision answers that question by examining the factual basis  for … Continue Reading

Court Of Chancery Explains Basis To Expedite

Posted in Injunctions
In Re TriQuint Semiconductor Inc. Stockholder Litigation, C.A. No. 9415-VCN (June 13, 2014) This decision explains when the Court of Chancery will expedite an action attacking a proposed merger.  At least a colorable claim must be alleged and in particular a showing of some disqualification on the part of the directors who approved the merger … Continue Reading

Avoiding the Entire-Fairness Standard of Review

Posted in Case Summaries
Authored by Lewis Lazarus This article was originally published in the Delaware Business Court Insider | June 18, 2014 The Delaware Supreme Court’s recent affirmance in Kahn v. M&F Worldwide, No. 334, 2013 (Del. Mar. 14, 2014),referred to as MFW,allows controlling stockholders to avoid the entire fairness standard of review if at the outset of a self-dealing transaction the controlling stockholder effectively … Continue Reading

Court Of Chancery Grants Reformation

Posted in Business Torts
Miller v. National Land Partners LLC, C.A. 7977-VCG (June 11, 2014) Rare is it that a party convinces a court to grant it reformation of a contract.  This is that case.  The result was made easier when both parties to the contract agreed it omitted key language that warranted reformation.  The plaintiff, an outsider to … Continue Reading

District Court Considers Status Of Disclosure Claims

Posted in Derivative Claims
In re Caterpillar Inc. Derivative Litigation, No. 12-1076-LPS-CJB (June 10, 2014) This comprehensive decision is particularly interesting because it considers whether a disclosure claim is subject to the normal Rule 23.1 demand rules.  Normally, disclosure claims are thought of as direct claims based on the violation of the stockholder’s right to cast an informed vote. … Continue Reading