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Delaware Business Court Insider

Chancery Declines Jurisdiction Over Contract and Tort Claims Not Arising Out of LLC Agreement

In Ramco Asset Management v. USA Rare Earth, 2023 WL 6939263 (Del. Ch. Oct. 20, 2023), Vice Chancellor Sam Glasscock III considered jurisdictional…
8 minute read

Delaware Business Court Insider

Delaware Supreme Court Upholds Partnership's Anti-Competition Provision

In Cantor Fitzgerald v. Ainslie, the Delaware Supreme Court upheld the validity of a post-employment restriction in a limited partnership agreement. The decision overturned the ruling of the Delaware Court of Chancery invalidating a forfeiture-for-competition provision, which permitted the partnership to withhold distributions to partners who voluntarily withdrew from and then competed with the partnership.
3 minute read

Delaware Business Court Insider

'Grabski v. Andreessen': Chancery Addresses 'Brophy' Claims Against Officers and Directors in a Direct Listing

In Grabski v. Andreessen, the Delaware Court of Chancery declined to dismiss fiduciary claims against officers and directors of Coinbase Global, Inc. who sold shares in a going-public transaction.
6 minute read

Delaware Business Court Insider

Icahn Stockholders Not Entitled to Privileged Info Based on Stockholders' Nomination and Employment Relationship With Company Director

In the court's recent decision, Icahn Partners v. Francis deSouza, the plaintiff Icahn stockholders sought to use privileged and confidential information shared with them by their designated director in a complaint, asserting direct and derivative fiduciary claims against other directors.
5 minute read

Delaware Business Court Insider

Appointment of a Provisional Director as a Remedy for Deadlock in a Closely-Held Corporation

Closely-held businesses may face issues of corporate deadlock where control of the business is evenly divided between two owners or two different factions…
7 minute read

Delaware Business Court Insider

Del. Bankruptcy Court Decision Serves as Warning of Consequences of Violating the Automatic Stay

A Nov. 14 opinion from the U.S. Bankruptcy Court for the District of Delaware provides a reminder of the potentially severe punishment that a party can suffer as a result of its violation of the automatic stay of Section 362 of the Bankruptcy Code, even if the debtor does not suffer any actual damages as a result of the violation.
6 minute read

Delaware Business Court Insider

19th Annual Review of Key Delaware Corporate and Commercial Decisions

This list highlights some of the notable decisions that should be of widespread interest to those involved in corporate and commercial litigation or those who follow the latest developments in this area of Delaware law.
17 minute read

Delaware Business Court Insider

Chancery Permits Limited Stockholder Inspection of Nonpublic Books and Records for Better Valuation of Shares

The Delaware Court of Chancery considered whether a stockholder of a publicly traded company was entitled to inspect the books and records of the public company's nonpublic subsidiary for the stated purpose of "more accurately" valuing the public corporation's publicly traded shares.
8 minute read

Delaware Business Court Insider

Calif. Appellate Court Declares Delaware Exclusive Forum Provision Unenforceable

Publicly traded corporations increasingly adopted exclusive forum provisions to reduce the risk of burdensome and costly multijurisdictional stockholder litigation. State and federal courts around the country regularly enforced the provisions, dismissing cases not brought in the specified jurisdiction.
5 minute read

Delaware Business Court Insider

Chancery Denies Motion to Vacate Advancement Orders Based on Belated Assertion of Arbitration Provision

Parties in business transactions sometimes decide by contract that disputes relating to or arising out of their contractual relationship shall be resolved by arbitration. If and when a dispute arises, a threshold issue is whether the dispute is covered by arbitration and if so, whether any aspect may be resolved by a court.
6 minute read

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