Barry M Klayman

December 03, 2014 | Delaware Business Court Insider

There is value in reviewing first principles. The Delaware Court of Chancery does so in a short, but direct, letter opinion by Vice Chancellor John W. Noble in Jefferson v. Dominion Holdings, C.A. No. 8663-VCN (Del. Ch. Sept. 24, 2014).

By Barry M. Klayman and Mark E. Felger

4 minute read

November 12, 2014 | Delaware Business Court Insider

A recent decision by the Delaware Superior Court in Universal Music Investments v. Exigen Ltd., C.A. No. N13C-10-300-FSS (Del. Super. Aug. 25, 2014), explored an interesting question regarding the effect of the automatic bankruptcy stay on an order correcting a mistake in a prior order. The decision also discussed whether a guarantor is in privity with the primary obligor for res judicata purposes.

By Barry M. Klayman and Mark E. Felger

7 minute read

October 08, 2014 | Delaware Business Court Insider

What constitutes constitutionally adequate notice to a debtor's unknown creditors of the deadline for filing proofs of claim? In White v. Jacobs (In re New Century TRS Holdings), Civ. No. 13-1719-SLR (D. Del. Aug. 19, 2014), the U.S. District Court for the District of Delaware concluded that the adequacy of the notice provided to unknown creditors had not been meaningfully explored by the bankruptcy court and likely was not reasonably calculated to apprise them of the bar date.

By Barry M. Klayman and Mark E. Felger

8 minute read

September 10, 2014 | Delaware Business Court Insider

The Worker Adjustment and Retraining Notification Act (WARN Act) was enacted in 1988 to allow workers to adjust to the prospective loss of employment from a plant closing or mass layoff. It requires employers to give affected employees 60 days' advance notice of such events. Employers that violate the WARN Act's notice requirements are liable to the affected workers for each day that notice is not provided up to 60 days.

By Barry M. Klayman and Mark E. Felger

6 minute read

August 13, 2014 | Delaware Business Court Insider

In a neat, short opinion, the Delaware Supreme Court dealt with a situation that the chief justice characterized as "Kafkaesque" at oral argument and "unusual" in the written opinion. In Crothall v. Zimmerman, No. 608, 2013 (Del. June 9, 2014), the court reversed a fee award to plaintiffs counsel who had personally intervened in the case below solely for the purpose of seeking attorney fees for the work he had performed in the litigation after the plaintiff had abandoned the lawsuit prior to the entry of a final judgment.

By Barry M. Klayman and Mark E. Felger

7 minute read

July 15, 2014 | Delaware Business Court Insider

In part I of this article, we discussed how in Quantum Technology Partners IV L.P. v. Ploom, C.A. No. 9054-ML (Del. Ch. May 14, 2014) (Master's Final Report), Master in Chancery Abigail M. LeGrow faced the "unwelcome task" of finding an appropriate middle ground between the extreme positions taken by the parties in a Section 220 action concerning what terms should be included in a confidentiality order in connection with the inspection of corporate books and records where inspection was sought in part to assist the stockholder in marketing its shares.

By Barry M. Klayman and Mark E. Felger

6 minute read

July 09, 2014 | Delaware Business Court Insider

A minority stockholder in a privately held corporation makes a demand to inspect the books and records of the corporation under Section 220 of the Delaware General Corporation Law. The stockholder states that the purpose of the inspection is to value his shares and to explore a possible sale of the stock. The corporation offers to provide some, but not all, of the requested documents.

By Barry M. Klayman and Mark E. Felger

7 minute read

June 11, 2014 | Delaware Business Court Insider

When are counterclaims prosecuted by a defendant subject to advancement? This question was addressed recently by the Delaware Court of Chancery in Pontone v. Milso Industries, C.A. No. 7615-VCP (Del. Ch. May 29, 2014).

By Barry M. Klayman and Mark E. Felger

7 minute read

June 04, 2014 | Delaware Business Court Insider

Can a party that retains its own counsel be liable to pay a fee to another party's counsel or to class counsel? The answer, according to the recent Court of Chancery opinion in Smith, Katzenstein & Jenkins v. Fidelity Management & Research, C.A. No. 8066-VCL (Del. Ch. April 16, 2014), is a resounding yes.

By Barry M. Klayman and Mark E. Felger

7 minute read

May 14, 2014 | Delaware Business Court Insider

Can a party that retains its own counsel be liable to pay a fee to another party's counsel or to class counsel? The answer, according to the recent Court of Chancery opinion in Smith, Katzenstein & Jenkins v. Fidelity Management & Research, C.A. No. 8066-VCL (Del. Ch. April 16, 2014), is a resounding yes.

By Barry M. Klayman and Mark E. Felger

7 minute read