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Delaware Business Court Insider

Delaware Court Again Strikes Down Restrictive Covenant in the Sale of Business

The Delaware Court of Chancery again declined to blue-pencil the restrictive covenant sending a clear reminder to buyers that they must narrowly tailor noncompete and nonsolicitation provisions in purchase agreements and related sale documentation under Delaware law.
5 minute read

Delaware Business Court Insider

Recent Decisions Further Define Treatment of SPACs in Delaware

The Delaware Court of Chancery recently issued two decisions addressing claims arising out of so-called "de-SPAC" mergers. Each decision is quickly becoming required reading for SPAC sponsors, boards and transactional planners.
7 minute read

Delaware Business Court Insider

Court of Chancery Denies Bid to Make Records of Arbitration Materials Presumptively Confidential Under Rule 5.1

A recent case, Soligenix v. Emergent Product Development Gaithersburg, called upon the Court of Chancery to answer the related questions of whether arbitration materials automatically qualify for confidential treatment under Court of Chancery Rule 5.1.
6 minute read

Delaware Business Court Insider

Court Issues Reminder of Potentially Harsh Consequences for Failure to Preserve Evidence in Anticipation of Litigation

Chancellor Kathaleen St. Jude McCormick, sitting by designation on the Delaware Superior Court, recently issued an opinion that should serve as a reminder of the harsh consequences that a party may suffer if it fails to properly preserve evidence in the lead-up to litigation.
9 minute read

Delaware Business Court Insider

Delaware Choice-of-Law Clauses for Covenants Not to Compete—Does Delaware Have an Interest?

The Delaware's Court of Chancery recently issued its memorandum opinion in Hightower Holding v. Gibson, addressing the applicability of a Delaware choice-of-law clause in certain agreements that contained restrictive covenants, including a covenant not to compete.
6 minute read

Delaware Business Court Insider

'In re Lordstown Motors': Providing Relief From 'Untold Chaos'

In Lordstown, the court makes clear that Section 205 of the Delaware General Corporation Law (the DGCL) is available as an equitable, efficient, and effective judicial path to validate certificates of incorporation and shares issued in reliance thereon that, following the Boxed opinion, were the subject of some uncertainty.
8 minute read

Delaware Business Court Insider

The Fragile State of Noncompetes in Delaware

The enforceability of restrictive covenants, both in Delaware and across the country, is an issue in a state of flux. A recent decision by the Delaware Court of Chancery serves to highlight the court's hesitance to enforce noncompetes in Delaware and the rule recently proposed by the FTC would eliminate noncompetes entirely.
5 minute read

Delaware Business Court Insider

Court of Chancery Rules That Corporate Officers Have a Duty of Oversight Within Their Corporate Area of Responsibility

While the Stone v. Ritter decision only recognized the oversight duties of directors, three years later, the Delaware Supreme Court ruled that "the fiduciary duties of officers are the same as those of directors." See Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009).
6 minute read

Delaware Business Court Insider

Chancery Court Sustains M&A Fraud Claims Based on Near-Term Financial Projections

In recent years, litigation over financial projections has increased in frequency. These claims, sometimes involving allegations of fraud, are typically decided by the Delaware Court of Chancery or the Delaware Superior Court's Complex Commercial Litigation Division.
7 minute read

Delaware Business Court Insider

Delaware Supreme Court Delivers Resounding Reversal of Chancery Court Ruling in 'Boardwalk Pipeline Partners'

'Twas the week before Christmas, and the Delaware Supreme Court delivered an early present to Loews Corp.: a resounding reversal of a 2021 Delaware Court of Chancery ruling excoriating the entire process through which Boardwalk Pipeline Partners' general partner took the company private and awarding the plaintiff investors with nearly $700 million in damages, plus interest.
10 minute read

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