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Publication Date: 2024-02-19
Practice Area: Corporate Governance
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Thad J. Bracegirdle, Emily L. Skaug, Bayard, P.A., Wilmington, Delaware; Brian A. Katz, John G. Moon, Olshan Frome Wolosky LLP, New York, NY for plaintiffs.
for defendant: Steve L. Caponi, Matthew B. Goeller, K&L Gates LLP, Wilmington, DE; Christopher M. Verdini, K&L Gates LLP, Pittsburgh, PA for defendants.
Case Number: 2021-0306-SG
Court interpreted the scope of the parties' joint waiver of their contractual mandatory arbitration provision to include only those claims the parties had asserted in their pleadings at the time they executed the waiver, so as to avoid an unintended waiver of bargained-for rights.
Publication Date: 2024-02-19
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Brian E. Farnan, Farnan LLP, Wilmington, DE for plaintiff.
for defendant: Rudolf Koch, Richards, Layton & Finger, P.A., Wilmington, DE for defendant.
Case Number: 2023-0318-MTZ
Court declined interlocutory review where appeal did not raise novel or conflicting issues of law regarding decision to decline specific performance on a best efforts clause.
Publication Date: 2024-02-19
Practice Area: Corporate Governance
Industry: Consumer Products | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Thomas A. Uebler, Terisa A. Shoremoun, McCollom D’Emilio Smith Uebler LLC, Wilmington, DE; Melinda A. Nicholson, Nicolas Kravitz, Kahn Swick & Foti, LLC, New Orleans, LA; Roger A. Sachar, Newman Ferrara LLP, New York, NY; Domenico Minerva, Labaton Sucharow LLP, New York, NY for plaintiff.
for defendant: A. Thompson Bayliss, E. Wade Houston, Eliezer Y. Feinstein, Daniel G. Paterno, Abrams & Bayliss LLP, Wilmington, DE; Brad D. Brian, John M. Gildersleeve, Abraham B. Dyk, Munger, Tolles & Olson LLP, Los Angeles, CA; Kenneth J. Nachbar, Susan W. Waesco, Miranda N. Gilbert, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Abby F. Rudzin, O’Melveny & Myers LLP, New York, NY; Matthew F. Davis, Tyler J. Leavengood, Potter Anderson & Corroon LLP, Wilmington, DE; Kenneth A. O’Brien, Jr., Sheppard Mullin Richter & Hampton LLP, Los Angeles, CA for defendants.
Case Number: 2022-0633-MTZ MEMORANDUM OPINION
Plaintiff failed to plead demand futility due to the lack of directors' personal liability for oversight and corporate waste claims, as the failure to implement a formal policy governing executives' personal use of corporate aircraft did not, by itself, amount to bad faith, and any financial loss from personal use constituted a fraction of a percentage of the company's expenses and profits.
Publication Date: 2024-02-19
Practice Area: Labor Law
Industry: Financial Services and Banking
Court: Delaware Superior Court
Judge: Judge Butler
Attorneys: For plaintiff: Joseph J. Rhoades, Stephen T. Morrow, Rhoades & Morrow LLC, Wilmington, DE for appellant.
for defendant: H. Garrett Baker, Elzufon, Austin & Mondell, P.A., Wilmington, DE for appellee.
Case Number: N23A-04-004 CEB
Volunteer work performed on behalf of employer did not fall within course and scope of employment where employer derived no substantial benefit as employees were not required to volunteer nor promote employer during their volunteer work.
Publication Date: 2024-02-19
Practice Area: Personal Injury
Industry: Cargo and Shipping | Insurance | Transportation
Court: Delaware Superior Court
Judge: Judge Butler
Attorneys: For plaintiff: Gilbert F. Shelsby, James J. Meehan, Shelsby & Leoni, Wilmington, DE for plaintiff.
for defendant: Timothy J. Wilson, Stephen F. Dryden, Weber Gallagher Simpson Stapleton Fires & Newby, LLP, New Castle, DE for defendants.
Case Number: N22C-01-113 CEB
Court granted protective order for insurance investigator's report where plaintiff failed to establish substantial need for the report or waiver based on the disclosure of photographs that were only an ancillary part of the report.
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Publication Date: 2024-02-12
Practice Area: Contracts
Industry: Aerospace | Investments and Investment Advisory | Manufacturing
Court: Delaware Superior Court
Judge: Judge Davis
Attorneys: For plaintiff: Dominick T. Gattuso, Elizabeth A. DeFelice, Gillian L. Andrews, Heyman Enerio Gattuso & Hirzel LLP, Wilmington, DE; Jonathan K. Cooperman, Kelly Drye & Warren LLP, New York, NY for plaintiff.
for defendant: Joseph L. Christensen, Christensen & Dougherty LLP, Wilmington, DE; Perrie M. Weiner, Baker & McKenzie, LLP, Los Angeles, CA; Peter P. Tomczak, Michael D. Lehrman, Baker & McKenzie LLP, Chicago, IL for defendant.
Case Number: N22C-07-133 EMD CCLD
Court declined to resolve breach of contract claim on summary judgment where parties had material factual disputes over the contractual conditions precedent to payment.
Publication Date: 2024-02-12
Practice Area: Corporate Governance
Industry: Health Care | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Mary F. Dugan, Emily V. Burton, Tanner C. Jameson, Young Conaway Stargatt & Taylor LLP, Wilmington, DE for plaintiff.
for defendant: Ethan H. Townsend, Daniel T. Menken, Ryan D. Konstanzer, McDermott Will & Emery LLP, Wilmington, DE for defendant.
Case Number: 2023-0671-LWW
Manager and member of LLC remained the manager of the company where the LLC agreement required his involvement and approval for any amendment, such that the other investors in the company could not unilaterally amend the agreement to remove the manager.
Publication Date: 2024-02-12
Practice Area: Contracts
Industry: Financial Services and Banking | Consulting | Consumer Products
Court: Delaware Superior Court
Judge: Judge Adams
Attorneys: For plaintiff: John P. DiTomo, Alexandra M. Cumings, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE for plaintiff.
for defendant: R. Bruce McNew, R. Grant Dick IV, Andrew A. Ralli, Cooch and Taylor P.A., Wilmington, DE for defendants.
Case Number: N23C-03-032 MAA CCLD
Amendment to contract purporting to "accelerate" past due payments lacked consideration where defendant was already making payments.
Publication Date: 2024-02-12
Practice Area: Corporate Governance
Industry: Construction | Real Estate
Court: Court of Chancery
Judge: Vice Chancellor Fioravanti
Attorneys: For plaintiff: Gary E. Junge, Scott E. Chambers, Schmittinger & Rodriguez, P.A., Dover, DE for plaintiff.
for defendant: Donald L. Gouge, Jr., Donald L. Gouge, Jr., LLC, Wilmington, DE for defendants.
Case Number: 2020-0189-PAF
Court found that parties agreed to LLC agreement naming them equal members and co-managers, based on the parties' course of conduct following agreement that was consistent with the material terms of the agreement.
Publication Date: 2024-02-12
Practice Area: Contracts
Industry: Financial Services and Banking
Court: Delaware Supreme Court
Judge: Justice Traynor
Attorneys: For plaintiff: C. Barr Flinn, Paul J. Loughman, Alberto E. Chávez, Skyler A. C. Speed, Young, Conaway, Stargatt & Taylor, LLP, Wilmington, DE; David A. Paul, Virginia J. Cardenas, Sid Nadkarni, Cantor Fitzgerald, New York, NY; Benjamin R. Nagin, Eric G. Hoffman, Sidley Austin LLP, New York, NY; Tacy F. Flint, Frank J. Favia, Jr., Sidley Austin LLP, Chicago, IL for appellant.
for defendant: Blake A. Bennett, Cooch & Taylor P.A., Wilmington, DE; Kyle W. Roche, Kyle Roche P.A., New York, NY; Velvel Freedman, Alex Potter, Freedman Normand Friedland LLP, New York, NY for appellees.
Case Number: 162, 2023
A "forfeiture-for-competition" provision in a partnership agreement did not qualify as a restraint on trade, and thus partners who had negotiated and benefitted from such a term would be held to the terms of their agreement due to the Delaware Revised Uniform Limited Partnership Act's express favor for the enforceability of contracts.
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