June 01, 2022 | Delaware Business Court Insider
Director's Access to Company's Privileged Information Upheld Despite Proxy ContestWhere two halves of a deadlocked board are competing in a proxy contest, can one half assert the corporation's privilege against the other?
By Barry M. Klayman and Mark E. Felger
8 minute read
May 04, 2022 | Delaware Business Court Insider
Stark Upholds Granting of Nunc Pro Tunc Retentions by Bankruptcy CourtThe U.S. Supreme Court, in a per curiam opinion in 2020, said that the federal courts may issue nunc pro tunc orders, or "now for then" orders, to reflect the reality of what had already occurred.
By Barry M. Klayman and Mark E. Felger
6 minute read
March 30, 2022 | Delaware Business Court Insider
Slights Addresses Third-Party Direct Actions by Judgment Holders Against an InsurerMay a third party bring a direct action against an insurer for coverage on a theory of subrogation when equitable subrogation does not apply and the right cannot be traced to a statute or contract?
By Barry M. Klayman and Mark E. Felger
8 minute read
March 02, 2022 | Delaware Business Court Insider
Court Refuses Appointment of a Custodian Under DGCL Section 226(a)(3) to Continue Defunct CorporationAlthough Vice Chancellor Travis Laster denied the petition based on the language of the statute, his opinion appears to abandon the court's previous policy against permitting the revival of defunct Delaware corporations for use as blank check companies.
By Barry M. Klayman and Mark E. Felger
7 minute read
February 02, 2022 | Delaware Business Court Insider
The Common Law Insolvency Exception for the Sale of a Corporation's Assets Without Stockholder OKAt common law, before the directors could sell all the assets of a healthy corporation, they had to obtain unanimous stockholder approval. The unanimity requirement gave rise to holdout problems, where a minority of stockholders could block a transaction.
By Barry M. Klayman and Mark E. Felger
8 minute read
January 12, 2022 | Delaware Business Court Insider
Timely Appeal of Order of Dismissal Warrants Substitution and Further Proceedings by Chapter 7 TrusteeThe Supreme Court held that the trustee should be substituted for the nominal defendant and realigned as the plaintiff in the Chancery Action to enable him to pursue the derivative claims previously asserted by the plaintiff in the Chancery Action.
By Barry M. Klayman and Mark E. Felger
8 minute read
December 08, 2021 | Delaware Business Court Insider
VC Glasscock on the Evolution of the Vested Rights Doctrine in DelawareThe vested rights doctrine allows a property developer to proceed with a project under the rules and regulations in place at the time that its rights vested, despite subsequent changes to the law.
By Barry M. Klayman and Mark E. Felger
8 minute read
November 03, 2021 | Delaware Business Court Insider
Delaware Court Is Proper Forum to Address Issues Raised by Foreign Letters RogatorySuperior Court Judge Paul R. Wallace addressed two issues raised by subpoenas issued pursuant to foreign letters rogatory: whether the Superior Court or the foreign court should hear disputes concerning the propriety and scope of the subpoenas, and whether to shift costs from the nonparty to the party requesting the discovery.
By Barry M. Klayman and Mark E. Felger
6 minute read
October 06, 2021 | Delaware Business Court Insider
Board's Delayed Response to Misconduct in Light of Enforcement Actions Defeats 'Caremark' ClaimFrom 2006 through 2012, FedEx carriers delivered "an infinitesimal percentage" of packages containing untaxed, unstamped cigarettes to New York residents. Enforcement actions followed, and in 2018, FedEx settled the actions by paying $35.3 million and agreeing to several internal reforms.
By Barry M. Klayman and Mark E. Felger
8 minute read
September 01, 2021 | Delaware Business Court Insider
Chancery Holds Section 3104(d)(4) Provides Standalone Authority for Alternative Means for Service of ProcessChancery Rule 4(d) specifies how service of a summons and complaint shall be made and specifies the manner of personal service upon various classes of defendants. Rule 4(d)(7) allows for an order directing a different or an additional mode of service of a summons in a special case.
By Barry M. Klayman and Mark E. Felger
7 minute read
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