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Delaware Business Court Insider

Delaware Courts Uphold Strict Limitations on Liability For Oversight Claims

It is an all-too familiar accusation to many directors: If only you had done something more, the corporation could have avoided an injury or loss. Since the mid-1990s, Delaware courts have repeatedly recognized that attempting to pin personal liability on directors for their alleged inaction is “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment,” as in In re Caremark International Derivative Litigation, 698 A.2d 959, 967 (Del. Ch. 1996).
20 minute read

Delaware Business Court Insider

Be Careful What You Ask For in a Section 225 Case

Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation.
5 minute read

Delaware Business Court Insider

Bankruptcy Court Affirms Authority to Approve Nonconsensual Third-Party Releases

In a significant decision in a closely watched case, Bankruptcy Judge Laurie Selber Silverstein held in In re Millennium Lab Holdings II, Case No. 15-12284 (LSS) (Del. Bankr. Oct. 3, 2017), that the bankruptcy court had constitutional adjudicatory authority to approve the nonconsensual release of nondebtor, direct nonbankruptcy common law claims against third parties as part of a confirmation order.
7 minute read

Delaware Business Court Insider

Chancery Approves Incorporation of Reference Condition in Section 220 Litigation

Books and records actions are heralded as the “tools at hand” for litigators pursuing shareholder claims against a corporation.
5 minute read

Delaware Business Court Insider

Petition Denied to Remove Wilmington Trust as the Trustee of du Pont Family Trusts

Wilmington Trust serves as the sole trustee for certain du Pont Family Trusts established in the 1940s and 1950s. For many years, Wilmington Trust…
6 minute read

Delaware Business Court Insider

Chancery Finds Expert Valuations Are Inadmissible as Hearsay Evidence

The Delaware Court of Chancery issued an important evidentiary ruling in Zohar II 2005-1 Ltd. v. FSAR Holdings, finding that expert valuation reports were inadmissible as hearsay.
3 minute read

Delaware Business Court Insider

The Virtue of Predictability: Delaware's Place in M&A Practice

As has been widely reported, for the first time in 15 years, Delaware has been dethroned as the nation's top court system according to a recent survey, which sought to explore “how fair and reasonable the states' liability systems are perceived to be by U.S. businesses.”
15 minute read

Delaware Business Court Insider

Chancery Declines Confidential Treatment to Nonparty's Claimed Sensitive Business Info

American courts have long recognized that the public enjoys a First Amendment right of access to judicial proceedings and records. While forceful, the right is only presumptive, and the public's interest in access may be overcome with an adequate showing of need.
8 minute read

Delaware Business Court Insider

Questions Raised on Required Clarity of Disclosures in SEC Filings

Two recent decisions of the Delaware Court of Chancery separated by only two weeks took seemingly contradictory positions regarding the extent to which corporate disclosures must be made clear in proxy statements and other SEC filings.
17 minute read

Delaware Business Court Insider

Thicker Than Water: Families, Fiduciary Duties and Controlling Stockholders

When is an extended family a control block? The Delaware Court of Chancery acknowledged that while familial relations among a group of stockholders are not per se sufficient to establish a controlling stockholder block, a family that regularly refers to itself as a single unit may constitute a controlling stockholder block.
6 minute read

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