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Delaware Business Court Insider

Chancery Stays Action Pending Resolution of a Motion to Dismiss in a First-Filed Action to Which the Defendant Is Not a Party

Prior to initiating the Delaware Chancery Court action, Eastern Wholesale sued one of Hudson's affiliates—but not Hudson—in North Carolina. Shortly after the filing of the Chancery action, Hudson moved to dismiss or stay. And due to potential overlapping legal and factual issues, Chancellor Kathaleen St. J. McCormick entered a stay.
5 minute read

Delaware Business Court Insider

Chancery Court Exercises Discretion in Setting Bond in a Case Involving Share Transfer Restriction

The Vice Chancellor's decision illustrates the court's discretion and, in this instance, common-sense approach to requiring a bond in the context of provisional relief.
6 minute read

Delaware Business Court Insider

Following 'Purdue Pharma,' Del. Bankruptcy Court Clarifies Standard Applicable to 'Opt-Out' Releases of Claims Against Nondebtors

The court was careful to confine its ruling to precisely the foregoing, and expressed no opinion on plan releases other than nonconsensual ones. In particular, the court was careful to note, "Nothing in what we have said should be construed to call into question consensual third-party releases offered in connection with a bankruptcy reorganization plan."
8 minute read

Delaware Business Court Insider

Repurchase Option in LLC Agreement Tied to Nondisparagement Provision Does Not Violate the Absolute Litigation Privilege

In this recent decision from the Delaware Court of Chancery, Seva Holdings v. Octo Platform Equity Holdings, the court considered whether a membership interest repurchase right under an LLC agreement triggered by breach of a nondisparagement restriction was enforceable, or whether the repurchase scheme violated the absolute litigation privilege.
5 minute read

Delaware Business Court Insider

Court of Chancery's Recent Use of Res Judicata in 'Chai v. Maginn'

This article delves into the Delaware Court of Chancery's recent use of res judicata to remind readers of the doctrine's applications and implications.
8 minute read

Delaware Business Court Insider

Court of Chancery Rejects 'Caremark' Liability for Imperfect Compliance With Legal Obligations

In dismissing for failure to plead demand futility, Vice Chancellor Lori W. Will explained that that allegations of independent directors' knowledge of "imperfect compliance" did not provide a reasonable inference of bad faith "intentional lawbreaking."
5 minute read

Delaware Business Court Insider

Politician Trading: If You Can't Stop Them, Join Them

One company, Autopilot, is taking advantage of Congress members' advantage with a method for Joe Q. Public to trade like a politician.
10 minute read

Delaware Business Court Insider

Court of Chancery Invalidates Election of Directors Where Board Improperly Set the Record Date

This case illustrates that the court generally will not use Section 205 to validate a deliberate, intentional violation of a statute to set the record date for a meeting, at least when a short period of time passes between the defective action and the court proceeding.
4 minute read

Delaware Business Court Insider

Chancery Orders Unisys to Foot Ex-Exec's Legal Bill, Highlighting Power of Contra Proferentem Doctrine

In Gilbert v. Unisys, the Delaware Court of Chancery ruled that information technology company Unisys Corp. must advance legal fees incurred by two former employees. The underlying lawsuit filed by the company in Pennsylvania federal court alleges trade secret infringement by the former employees.
6 minute read

Delaware Business Court Insider

In Wake of 'Purdue Pharma,' Del. Bankruptcy Court Clarifies That Preliminary Injunctions of Claims Against Nondebtors Remain Permissible

In the wake of the U.S. Supreme Court's landmark decision this June in Harrington v. Purdue Pharma, the U.S. Bankruptcy Court for the District of Delaware recently addressed a question left open by the Supreme Court—whether a bankruptcy court may still issue a preliminary (i.e., temporary) injunction of a creditor's claims against a nondebtor.
7 minute read

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