Katherine J Neikirk

February 11, 2014 | Delaware Business Court Insider

The Delaware Court of Chancery is frequently called on to resolve disputes between 50-50 owners of a business. In the latest iteration of such a dispute, Millien v. Popescu, C.A. 8670-VCN (Del Ch. Jan. 31, 2014), the court had to resolve whether two stockholders did in fact each own a 50 percent voting interest in the corporation. Resolution of this issue primarily depended upon interpretation of an email from 2009.

By Katherine J. Neikirk

8 minute read

January 08, 2014 | Delaware Business Court Insider

Although the statute of limitations does not automatically bar an equitable claim in the Delaware Court of Chancery, the court will apply the relevant statute of limitations by analogy. Equitable tolling will toll the three-year statute of limitations for wrongful self-dealing claims if a plaintiff reasonably relies on the competence and good faith of a fiduciary.

By Katherine J. Neikirk

8 minute read

December 18, 2013 | Delaware Business Court Insider

Many parties seek to litigate in the Delaware Court of Chancery, but it is not always possible to do so. Sometimes the opposite occurs and a party does not wish to litigate in the Chancery, but that party cannot escape the court's jurisdiction.

By Katherine J. Neikirk

5 minute read

November 20, 2013 | Delaware Business Court Insider

In appraisal actions brought pursuant to 8 Del. C. § 262, the Court of Chancery usually relies on experts performing discounted cash flow and comparable company analyses to determine the fair value of a company.

By Katherine J. Neikirk

7 minute read

October 16, 2013 | Delaware Business Court Insider

Stipulated protective orders are common in the Court of Chancery. Pursuant to these protective orders, parties will designate many of the documents they produce as confidential. MWA Intelligence, C.A. No. 7471-VCP (Del. Ch. Oct. 4, 2013).

By Katherine J. Neikirk

5 minute read

September 18, 2013 | Delaware Business Court Insider

As frequently recognized by the Court of Chancery and as reflected in the Court of Chancery's recent decision in In re China Automotive Systems Derivative Litigation, Consol. C.A. No. 7145-VCN (Del. Ch.), a Caremark claim is one of the most difficult corporate law claims to plead. A Caremark claim is a claim that directors caused or permitted a corporation to break the law or failed to establish or oversee a monitoring system for a corporation's compliance with the law.

By Katherine J. Neikirk

6 minute read

August 21, 2013 | Delaware Business Court Insider

While limited liability company agreements offer members the opportunity to anticipate and address potential issues that may arise in the future, particularly when ownership is equally split, members often fail to take advantage of those opportunities. If things do go wrong, engaging in self-help that does not comply with the terms of a limited liability company agreement can just lead to more problems, as illustrated by the recent decision in Grove v. Brown, C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013).

By Katherine J. Neikirk

6 minute read

July 24, 2013 | Delaware Business Court Insider

In Barnes, plaintiff Kevin Barnes, representing himself pro se, claimed to be a minority stockholder of defendant Telestone Technologies Corp. Telestone was a Delaware corporation with headquarters in China. Barnes alleged that he had purchased stock in Telestone on April 12. He made a books-and-records demand pursuant to Section 220 on April 15. Attached to the demand letter was a sworn affidavit by Barnes affirming that he was a beneficial owner of Telestone stock. According to the demand, Barnes' purpose was to value his Telestone common stock in light of Telestone's April 2 announcement that it would be unable to timely file its Form 10-K. The plaintiff repeated his demand on April 23. Telestone failed to respond, so Barnes filed his books-and-records complaint April 30. Telestone moved to dismiss the complaint under Court of Chancery Rule 12(b)(6) for failure to state a claim.

By Katherine J. Neikirk

4 minute read

May 01, 2013 | Delaware Business Court Insider

In a little over a week, the Court of Chancery issued two decisions addressing the at-issue exception to the assertion of attorney-client privilege. The at-issue exception applies when: (1) a party injects privileged communications into the litigation; (2) a party injects an issue into the litigation, the truthful resolution of which requires analysis of privileged communications. Applying this standard, the Court of Chancery reached different conclusions regarding the applicability of the at-issue exception in In re Comverge Shareholders Litigation, C.A. No. 7368-VCP (Del. Ch. Apr. 10, 2013), and JPMorgan Chase & Co. v. American Century, C.A. No. 6875-VCN (Del. Ch. April 18, 2013).

By Katherine J. Neikirk

5 minute read

December 12, 2012 | Delaware Business Court Insider

Discovery is the most time-consuming and expensive phase of litigation today. Thus, a court's resolution of discovery disputes can have a significant impact on how a case proceeds. Below are some highlights from recent Court of Chancery rulings on a variety of discovery issues.

By Katherine J. Neikirk

5 minute read