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Delaware Business Court Insider

Chancery's Narrow Construction of Forum Selection Clause Preserves Venue of Fiduciary Duty Litigation in Del.

In EnVen Energy v. Dunwoody, the Delaware Court of Chancery found that a forum selection clause in an employment agreement between the plaintiff and a defendant did not bar venue of the matter in Delaware.
6 minute read

Delaware Business Court Insider

Special Committee's Narrow Mandate, Company's Decision to Bypass Committee and Impermissible 'Coercion' Prevent Dismissal Under MFW

This opinion builds upon a series of recent Delaware decisions examining the standards for the process leading up to a transaction that must be satisfied under MFW. A reviewing court will examine allegations concerning a special committee process to assess whether a committee functioned appropriately.
8 minute read

Delaware Business Court Insider

Chancery Upholds Shareholder Representative Structure and Refuses to Treat Sellers as Real Parties in Interest

In Fortis Advisors v. Allergan W.C. Holding, the counterparty sought to bypass the agreed-upon shareholder representative by moving to treat the selling stockholders as parties for purposes of discovery and trial.
6 minute read

Delaware Business Court Insider

How to Enforce Foreign Arbitral Awards as Foreign Judgments in the U.S.

This article highlights four strategic considerations for a party seeking to recognize and enforce a monetary award in the United States using this method.
12 minute read

Delaware Business Court Insider

Chancery Holds Buyout Provision in LLC Agreement to Be a 'Call Option' and Irrevocable Following Exercise

The Court of Chancery's opinion offers valuable guidance to Delaware limited liability companies when drafting the buyout provision of their operating agreements, as well as when Delaware limited liability companies are considering exercising a buyout right in accordance with the terms of their operating agreements.
6 minute read

Delaware Business Court Insider

Chancery Adjudicates Books-and-Records Request Post-Trial for Delaware LLC

Trials involving books-and-records requests have become more common since the Delaware Supreme Court encouraged stockholder plaintiffs to use the "tools at hand" to discover information necessary to establish demand futility prior to pursuing derivative litigation.
5 minute read

Delaware Business Court Insider

In Mergers, Common Interest Doctrine Applies Only When Parties Share Primarily Legal, Not Commercial, Interests

The Delaware Superior Court recently elaborated on the common interest doctrine in the context of a merger. In American Bottling v. Repole, Judge Abigail LeGrow held that privileged communications shared with a third party during the final stages of a merger were not subject to the common interest doctrine.
6 minute read

Delaware Business Court Insider

Chancery Decision in 'Highway to Health' Puts Specific Jurisdiction in Spotlight

The "close, but no cigar" nature of the Delaware Court of Chancery's decision reminds litigants that specific personal jurisdiction may be established in a variety of ways—including through the "cumulative effect" theory or by enforcement of a forum selection clause against nonsignatories.
8 minute read

Delaware Business Court Insider

Minority Members Allegedly Exploited Contract Rights in Breach of Fiduciary Duties to Acquire Company Assets on the Cheap

Where the interests of stockholders diverge from the contracts rights of other stockholders, directors and controlling stockholders may breach their fiduciary duty of loyalty by exploiting or opportunistically favoring their contract rights over the interests of the stockholders as a whole.
4 minute read

Delaware Business Court Insider

Cause of Action for Professional Negligence Accrues at the Time of Injury, Not When Damages Occur

The Delaware Supreme Court held that for tort claims, such as legal malpractice claims, the wrongful act occurs at the time of injury, however slight, and the statute of limitations can start to run before any actual or substantial damages occur.
7 minute read

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