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Delaware Business Court Insider

Guidance on Drafting Proxies Under Delaware Law

A recent opinion from the U.S. Bankruptcy Court for the District of Delaware, In re CII Parent, provides helpful guidance on drafting proxies and highlights potential pitfalls for the unwary, including in relation to the proxyholder's power to execute and deliver stockholder consents.
7 minute read

Delaware Business Court Insider

Delaware Supreme Court Addresses Forum Selection Disputes

Against a lengthy procedural backdrop, the Supreme Court held that unused leave to transfer a case does not divest the original court of jurisdiction, reaffirmed the trial courts' broad discretion in deciding motions to dismiss pursuant to Rule 41(a)(2), and confirmed that forum non conveniens does not apply when parties have contracted for a specific forum to resolve their disputes.
12 minute read

Delaware Business Court Insider

Corporate Directors and Designating Stockholders Are Default Joint Clients of the Company When It Comes to Discovery of Privileged Info

Corporate boards and investors alike will benefit from an understanding of the principles articulated in this ruling, as well as from careful consideration of the steps that can be taken to alter the joint client rule or to guard against a privilege waiver resulting from the production and use of privileged information in litigation.
6 minute read

Delaware Business Court Insider

Drug Policies Up in Smoke: What Legalization Means for Delaware Businesses

On April 23, Delaware became the 22nd state in the country to legalize marijuana for recreational use. With the passage of the new law, Delaware employers face new challenges and questions. This article is intended to offer some answers.
4 minute read

Delaware Business Court Insider

Del. Bankruptcy Court Provides Important Guidance on Pleading Standard Applicable to Recent Addition to Section 547(b) of the Bankruptcy Code

The Delaware bankruptcy court ruled that a plaintiff need not explicitly plead its "due diligence" in investigating its preference cause of action. Rather, a general allegation under Federal Rule of Civil Procedure 9(c) that "all conditions precedent have occurred" suffices.
6 minute read

Delaware Business Court Insider

Chancery Court Clarifies What Is Required to Defeat a Motion to Dismiss a Dissolution Petition

In In re Dissolution of T&S Hardwoods KD, Vice Chancellor Morgan T. Zurn provided helpful guidance on what must be alleged to satisfy that test for purposes of overcoming a motion to dismiss.
7 minute read

Delaware Business Court Insider

Revlon Does a 'Mindbody' Good

In the 120-page opinion for In re Mindbody, Chancellor Kathaleen McCormick throws shade on Corwin, finding Mindbody's sales process run by Richard Stollmeyer—founder and then-CEO—was not cleansed by Corwin and holding him and Mindbody's private equity acquirer, Vista Equity Partners, liable.
8 minute read

Delaware Business Court Insider

'SC SJ Holdings': Plan Modification/Revocation Deadlines Are Strictly Construed and Enforced

In a recent decision in the case of SC SJ Holdings v. Pillsbury Winthrop Shaw Pittman (In re SC SJ Holdings), Civil Action No., 22-00689 (MN), the U.S. District Court for the District of Delaware (the court) affirmed a May 12, 2012, decision of the U.S. Bankruptcy Court for the District of Delaware (the Bankruptcy Court) denying the debtors' motion for relief from certain releases contained in their confirmed plan (the plan).
6 minute read

Delaware Business Court Insider

Chancery Re-Affirms That Director-Designating Investor Is Entitled to Privileged Communications From Company Counsel in Appraisal Litigation

In Hyde Park Venture Partners Fund III v. Fairxchange, the Delaware Court of Chancery reaffirmed the joint client concept of corporate privilege and held that the company could not assert privilege against a former director or his designating investor except as to a books and records demand in which the company and the director were contemporaneously adverse.
6 minute read

Delaware Business Court Insider

Court of Chancery Allows 30(B)(6) Depositions as a Tool in Section 220 Discovery

Discovery in a Delaware books and records action involves striking a balance between the right of the parties to prepare for trial and the statutory…
9 minute read

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