James H S Levine

February 03, 2016 | Delaware Business Court Insider

The Delaware Court of Chancery's Jan. 22 opinion in In re Trulia Shareholder Litigation, C.A. No. 10020-CB, follows the recent trend of judicial skepticism of disclosure-based settlements.

By Christopher B. Chuff, Joanna J. Cline, Douglas D. Herrmann, and James H.S. Levine

5 minute read

December 02, 2015 | Delaware Business Court Insider

"Equity aids the vigilant, not those who slumber on their rights": so says the familiar maxim of equity. A person who contends he or she has been wronged must act swiftly to preserve his or her rights. The concept of laches is familiar in the Delaware Court of Chancery, but seldom are cases decided solely on a plaintiff's failure to timely pursue rights or remedies. In a recent case, Houseman v. Sagerman, C.A. No. 8897-VCG (Nov. 19, 2015), however, Vice Chancellor Sam Glasscock III concluded that a plaintiff seeking a quasi-appraisal remedy for breach of fiduciary duty had delayed unreasonably, causing prejudice to the defendants, and warranting an award of summary judgment in the defendants' favor.

By James H.S. Levine, Joanna J. Cline and Christopher B. Chuff

6 minute read

December 02, 2015 | Delaware Business Court Insider

"Equity aids the vigilant, not those who slumber on their rights": so says the familiar maxim of equity. A person who contends he or she has been wronged must act swiftly to preserve his or her rights. The concept of laches is familiar in the Delaware Court of Chancery, but seldom are cases decided solely on a plaintiff's failure to timely pursue rights or remedies. In a recent case, Houseman v. Sagerman, C.A. No. 8897-VCG (Nov. 19, 2015), however, Vice Chancellor Sam Glasscock III concluded that a plaintiff seeking a quasi-appraisal remedy for breach of fiduciary duty had delayed unreasonably, causing prejudice to the defendants, and warranting an award of summary judgment in the defendants' favor.

By James H.S. Levine, Joanna J. Cline and Christopher B. Chuff

6 minute read

November 04, 2015 | Delaware Business Court Insider

A recent opinion by the Delaware Supreme Court emphasizes the need for boards of directors to be aware of close interpersonal relationships between their directors and any party with a financial stake in a contemplated transaction. Indeed, the court's decision in Delaware County Employees Retirement Fund v. Sanchez, No. 702, 2014 (Del. Oct. 2, 2015), held that a director's close, personal friendship with an interested party could have the effect of "compromising a director's independence," and found that derivative stockholder plaintiffs adequately pleaded facts supporting a pleading-stage inference that a director lacked independence from an interested party because the director had been a close friend of the interested party for over 50 years and was employed by an insurance company over which the interested party had substantial control.

By Joanna J. Cline, James H.S. Levine, and Christopher B. Chuff

6 minute read

November 04, 2015 | Delaware Business Court Insider

A recent opinion by the Delaware Supreme Court emphasizes the need for boards of directors to be aware of close interpersonal relationships between their directors and any party with a financial stake in a contemplated transaction. Indeed, the court's decision in Delaware County Employees Retirement Fund v. Sanchez, No. 702, 2014 (Del. Oct. 2, 2015), held that a director's close, personal friendship with an interested party could have the effect of "compromising a director's independence," and found that derivative stockholder plaintiffs adequately pleaded facts supporting a pleading-stage inference that a director lacked independence from an interested party because the director had been a close friend of the interested party for over 50 years and was employed by an insurance company over which the interested party had substantial control.

By Joanna J. Cline, James H.S. Levine, and Christopher B. Chuff

6 minute read

September 02, 2015 | Delaware Business Court Insider

Section 226 of the Delaware General Corporation Law permits the Court of Chancery to appoint a receiver or custodian for a corporation when its stockholders or directors are divided and the deadlock is injurious to the corporation.

By Joanna J. Cline, James H.S. Levine and Christopher B. Chuff

6 minute read

September 01, 2015 | Delaware Business Court Insider

Section 226 of the Delaware General Corporation Law permits the Court of Chancery to appoint a receiver or custodian for a corporation when its stockholders or directors are divided and the deadlock is injurious to the corporation.

By Joanna J. Cline, James H.S. Levine and Christopher B. Chuff

6 minute read

August 05, 2015 | Delaware Business Court Insider

On July 13, in Teamsters Union 25 Health Services & Insurance Plan v. Baiera, C.A. No. 9503-CB (Del. Ch. July 13, 2015), the Delaware Court of Chancery confirmed that, under Delaware law, members of corporate boards of directors may defeat, at the pleading stage, derivative breach of fiduciary duty claims even where the challenged transaction is between the corporation and its controlling stockholder, and is subject to entire fairness review.

By Joanna J. Cline, Christopher B. Chuff and James H.S. Levine

5 minute read

August 05, 2015 | Delaware Business Court Insider

On July 13, in , C.A. No. 9503-CB (Del. Ch. July 13, 2015), the Delaware Court of Chancery confirmed that, under Delaware law, members of corporate boards of directors may defeat, at the pleading stage, derivative breach of fiduciary duty claims even where the challenged transaction is between the corporation and its controlling stockholder, and is subject to entire fairness review.

By Joanna J. Cline, Christopher B. Chuff and James H.S. Levine

5 minute read

June 03, 2015 | Delaware Business Court Insider

Section 18-802 of the Delaware LLC Act provides that a member or manager may petition the Court of Chancery for dissolution of a Delaware LLC "whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement." But does a nonmember assignee have a right to seek to dissolve an LLC despite being neither a member nor a manager?

By James H.S. Levine, Joanna J. Cline and Christopher B. Chuff

6 minute read