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Publication Date: 2024-08-06
Practice Area: Real Estate
Industry: Real Estate
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Richard E. Berl, Jr., Hudson, Jones, Jaywork & Fisher, LLC, Lewes, DE for plaintiffs.
for defendant: John W. Paradee, Brian V. DeMott, Baird Mandalas Brockstedt & Federico, LLC, Dover, DE for defendants.
Case Number: 2021-0522-SG
Where the deed and survey record supported finding that the original property owners intended for a subdivided lot to extend to the centerline of the adjacent waterway to ensure the lot had sufficient acreage to become buildable, the court quieted title in favor of the lot's current owners' right to wharf out from their property.
Publication Date: 2024-08-06
Practice Area: Corporate Governance
Industry: Investments and Investment Advisory | Software | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys: For plaintiff: Thomas Curry, Saxena White, P.A., Wilmington, DE; David Wales, Saxena White, P.A., White Plains, NY; Adam Warden, Saxena White, P.A., Boca Raton, FL; Julie Goldsmith Reiser, Richard A. Speirs, Cohen Milstein Sellers & Toll PLLC, New York, NY for plaintiff.
for defendant: Raymond J. DiCamillo, Matthew D. Perri, Nicole M. Henry, Kevin M. Kidwell, Richards, Layton & Finger, P.A., Wilmington, DE for defendant.
Case Number: 2023-0326-JTL
Governance provisions transferring authority from board to controlling investors was facially invalid where such provisions had not been incorporated into the corporate charter, as charters could not incorporate private agreements by reference without rendering them non-public and preventing stockholders from amending the charter.
Publication Date: 2024-08-06
Practice Area: Corporate Governance
Industry: Energy | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys: For plaintiff: A. Thompson Bayliss, Samuel D. Cordle, Eric A. Veres, Abrams & Bayliss LLP, Wilmington, DE; Angela C. Zambrano, Yolanda Cornejo Garcia, Margaret Hope Allen, Sidley Austin LLP, Dallas, TX; Robin Wechkin, Sidley Austin LLP, Issaquah, WA for plaintiff.
for defendant: Michael W. McDermott, Richard I. G. Jones, Jr., David B. Anthony, Zachary J. Schnapp, Berger McDermott LLP, Wilmington, DE for defendants.
Case Number: 2021-0619-JTL
Breach of LLC agreement's no-transfer provision was willful where member was charged with knowledge of the provision and knew that transferring his units was a critical part of a loan transaction he was attempting to close, as the member merely reasonably believed that the LLC would not object to the transaction.
Publication Date: 2024-08-06
Practice Area: Corporate Governance
Industry: Aerospace | Investments and Investment Advisory | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Blake A. Bennett, Cooch and Taylor, P.A., Wilmington, DE for plaintiff.
for defendant: John L. Reed, DLA Piper LLP (US), Wilmington, DE for defendants.
Case Number: 2022-1124-MTZ
Derivative complaint failed due to lack of allegations of bad faith by board where record showed it never knowingly or intentionally disregarded any alleged requirement for a stockholder vote to amend corporation's employee equity awards.
Publication Date: 2024-07-30
Practice Area: Bankruptcy
Industry: Investments and Investment Advisory
Court: U.S. District Court of Delaware
Judge: District Judge Noreika
Attorneys: For plaintiff: Pieter Van Tol, Christoper R. Bryant, Elizabeth Carter, Hogan Lovells US, LLP, New York, NY; David Massey, Hogan Lovells US, LLP, Miami, FL; Evan T. Miller, Saul Ewing LLP, Wilmington, DE; Turner N. Falk, Saul Ewing LLP, Philadelphia, PA for appellants.
for defendant: Susheel Kirpalani, Benjamin Finestone, William B. Adams, Daniel Holzman, Jianjian Ye, Quinn Emanuel Urquhart & Sullivan LLP, New York, NY; Robert S. Brady, Kenneth J. Enos, Jared W. Kochenash, Timothy R. Powell, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; George W. Hicks, Jr., Kirkland & Ellis LLP, Washington, DC; Seth M. Cohen, Kirkland & Ellis LLP, San Francisco, CA; Patrick J. Nash, Jr., Kirkland & Ellis LLP, Chicago, IL; Brian Schartz, Kirkland & Ellis LLP, New York, NY; Laura Davis Jones, Peter J. Keane, Pachulski Stang Ziehl & Jones LLP, Wilmington, DE for appellees.
Case Number: 2410140 (JTD)
Court denied stay of bankruptcy court contempt and preliminary injunction orders pending appeal where defendants were unlikely to succeed on the merits of their claims against the orders and where the orders would not irreparably harm defendants by requiring them to produce ordered discovery or merely preventing them from transferring or using claimed funds under their control.
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Publication Date: 2024-07-30
Practice Area: Contracts
Industry: Transportation
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: John A. Sensing, Tyler E. Cragg, Hannah L. Paxton, Potter Anderson & Corroon LLP, Wilmington, DE for plaintiff.
for defendant: Steven J. Fineman, Travis S. Hunter, Alexandra M. Ewing, Morgan R. Harrison, Richards, Layton & Finger, P.A., Wilmington, DE for defendant.
Case Number: 2024-0471-SG
Court denied temporary restraining order to enforce non-compete after it found the agreement's scope overly-broad by territory and competition such that it was not essential to protect employer's legitimate business interests.
Publication Date: 2024-07-30
Practice Area: Contracts
Industry: Investments and Investment Advisory | Real Estate
Court: Delaware Superior Court
Judge: Judge Davis
Attorneys: For plaintiff: Travis S. Hunter, Alexandra M. Ewing, Richards, Layton & Finger, P.A., Wilmington, DE for plaintiff.
for defendant: Douglas D. Herrmann, Emily L. Wheatley, Troutman Pepper Hamilton Sanders LLP, Wilmington, DE; R. Thomas Avery, Stephen M. Hoeplinger, Capes, Sokol, Goodman & Sarachan, P.C., St. Louis, MO for defendants.
Case Number: N23C-10-136 EMD CCLD
LLC member's capital contributions were not "losses" under the parties' guaranty as treating them as losses would effectively force the other members to make capital contributions for which the first member would receive a greater ownership stake.
Publication Date: 2024-07-30
Practice Area: Corporate Governance
Industry: Real Estate
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys: For plaintiff: Michael A. Barlow, Quinn Emanuel Urquhart & Sullivan, LLP, Wilmington, DE; S. Michael Blochberger, Abrams & Bayliss LLP, Wilmington, DE; Michael B. Carlinsky, David E. Myre, Ryan A. Rakower, Caitlin E. Jokubaitis, Quinn Emanuel Urquhart & Sullivan, LLP, New York, NY; Paul J. Loughman, Robert M. Vrana, Michael A. Laukaitis II, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Mitchell Geller, Jasmine S. Chean, Holland & Knight LLP, New York, NY for plaintiffs.
for defendant: Rudolf Koch, Daniel E. Kaprow, Morgan R. Harrison, Richards, Layton & Finger, P.A., Wilmington, DE; Jason Cyrulnik, Paul Fattaruso, Cyrulnik Fattaruso LLP, New York, NY for defendant.
Case Number: 2023-1124-JTL
Lack of formal identification of managers meant that LLC operating family business was a member-managed entity, although deceased family member's LLC interest became an assignee interest held by his estate.
Publication Date: 2024-07-30
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory
Court: Delaware Superior Court
Judge: Judge Rennie
Attorneys: For plaintiff: Carmella P. Keener, Cooch and Taylor, P.A., Wilmington, DE; David W. Asp, Joseph C. Bourne, R. David Hahn, Lockridge Grindal Nauen P.L.L.P., Minneapolis, MN; Anne T. Regan, Nathan D. Prosser, Hellmuth & Johnson PLLC, Edina, MN for plaintiffs.
for defendant: Emily V. Burton, Cheol W. Park, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Jan M. Conlin, Heather M. McElroy, Patrick A. Cochran, Ciresi Conlin LLP, Minneapolis, MN for defendant.
Case Number: N23C-09-005 SKR CCLD
Forward-looking projection could constitute actionable fraud where plaintiffs adequately alleged that the projection was a complete fabrication as defendants lacked the data necessary to calculate a reasonable projection and thus likely fabricated the figures underpinning the projection.
Publication Date: 2024-07-30
Practice Area: Contracts
Industry: Chemicals and Materials | Manufacturing
Court: Delaware Superior Court
Judge: Judge Davis
Attorneys: For plaintiff: Stephen B. Brauerman, Emily L. Skaug, Bayard, P.A., Wilmington, DE for plaintiff.
for defendant: Joelle E. Polesky, Stradley Ronon Stevens & Young, LLP, Wilmington, DE; Patrick K. Kingsley, Stradley Ronon Stevens & Young, LLP, Philadelphia, PA for defendant.
Case Number: N23C-08-096 EMD CCLD
Express terms of parties' supply agreement released supplier from having to honor rates under the agreement after its termination, and the agreement merely allowed purchaser to apply credits it had earned to future contracts negotiated between the parties.
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