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Delaware Business Court Insider

What Does My Signature Page Attach To? An Important Lesson in Contracting

In Braga, an investor sought to rescind an agreement and recoup its investment based on a fraudulent inducement theory after the investor's relationship with the deal sponsor turned sour. The Delaware Court of Chancery refused to undo the transaction and the investor was left with several expensive lessons in deal making.
6 minute read

Delaware Business Court Insider

Del. High Court Further Clarifies Standard for Confidentiality of Books and Records Produced Under DGCL Section 220

In the Hauppauge Digital case, the court affirmed the Court of Chancery's discretion to reject the parties' proposed confidentiality restrictions, and held that the decision regarding confidentiality restrictions is "a context-driven balancing exercise, the result of which will not be disturbed on appeal unless clearly unreasonable or capricious."
5 minute read

Delaware Business Court Insider

Court of Chancery Clarifies the Scope of Disclosure Liability in Novel Contexts

In two recent opinions, the Delaware Court of Chancery addressed the scope of disclosure liability in two novel contexts.
6 minute read

Delaware Business Court Insider

Controlling Stockholder Avoids Liability Despite Overreach Into Special Committee Brokered-Settlement

Triggering Delaware's entire fairness review in stockholder litigation was once considered outcome determinate, but that view has waned. Numerous…
6 minute read

Delaware Business Court Insider

Court of Chancery Describes Limitations for Vacating Arbitration Awards

The court's confirmation of the award demonstrates the extent to which a court will go to confirm an arbitration award even where, as the vice chancellor found, the arbitration proceeding and the resulting award were flawed.
9 minute read

Delaware Business Court Insider

Chancery Finds Breach of Noncompetes and Issues Sanctions for Contempt and Spoliation of E-Documents

The Delaware Court of Chancery's post-trial opinion in Gener8 v. Castanon is a helpful resource for anyone looking for a discussion of the elements of a variety of causes of action.
6 minute read

Delaware Business Court Insider

Decision Is a Reminder of Limits on Integration Clauses in Matters Arising From 2021 Deal Days

The decision saved threatened claims from a motion to dismiss and is a timely reminder of the limits on integration clauses during a time when corporate and commercial litigators are seeing an uptick in matters arising from acquisitions completed during the busy deal days of 2021.
6 minute read

Delaware Business Court Insider

Lessons From the 'Mindbody' and 'Columbia Pipeline' Decisions 

In two recent post-trial decisions, the Delaware Court of Chancery found that officers of a target company had breached their fiduciary duties in connection with a sale process by acting for personal gain, rather than to maximize stockholder value, that the target boards did not sufficiently manage the officers' conflicts of interest that infected the sale process, and that the acquirors were liable for aiding and abetting certain of the sell-side fiduciary breaches.
17 minute read

Delaware Business Court Insider

NLRB Expands Definitions of 'Protected' and 'Concerted' and Expands Coverage of the National Labor Relations Act

These decisions are the latest in a continued series of recent NLRB opinions encroaching upon nonunion employers' ability to manage their businesses. This client alert explains the importance of these developments and what employers should do now.
6 minute read

Delaware Business Court Insider

Court of Chancery Sustains Derivative Complaint Based on Allegations That the Board Acted in Bad Faith

In IBEW Local Union 480 Defined Contribution Plan and Trust v. Winborne, the Court of Chancery provided guidance concerning the holistic inquiry that the court uses to assess good faith, holding that the plaintiff successfully had pleaded that a majority of the board acted in bad faith in approving a buyout of a liability for $850 million that the company contemporaneously valued at $175.3 million in its audited financial statements.
6 minute read

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