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Delaware Business Court Insider

Creditors as 'Real Party in Interest' to Prosecute Section 225 Litigation

In the latest installment of a long-running dispute, Vice Chancellor J. Travis Laster recently issued a memorandum opinion denying a motion to dismiss and granting a partial motion for summary judgment in expedited proceedings pursuant to Section 225 of the Delaware General Corporation Law in Hawk Investment Holdings v. Stream TV Networks.
6 minute read

Delaware Business Court Insider

Chancery Court Addresses the Requirements for Issuing Letters of Request Under the Hague Convention

In In re Cote D'Azur Estate, Vice Chancellor J. Travis Laster considered a motion for the issuance of a letter of request under the Hague Convention. In granting the motion, the vice chancellor addressed the requirements for issuing letters of request.
8 minute read

Delaware Business Court Insider

Three Lessons From Three Years of Post-'Marchand' Caselaw

This article offers a high-level snapshot of the current state of Caremark jurisprudence by highlighting three key takeaways from the 21 published trial court opinions addressing motions to dismiss Caremark claims issued post-Marchand.
7 minute read

Delaware Business Court Insider

The Requirements of Equitable Fraud as a Basis for Chancery Court Jurisdiction

The distinction between legal and equitable fraud is not always clearly drawn, yet subject matter jurisdiction in the Delaware Court of Chancery can depend on it.
6 minute read

Delaware Business Court Insider

Shareholders May Challenge Fair Value for Fractional Interests Under Limited Circumstances

In Samuels v. CCUR Holdings, C.A. No. 2021-0358-PAF (Del. Ch. May 31, 2022), the Delaware Court of Chancery found that a shareholder may challenge the fair value of a payment for a fractional interest in a company under Section 155(2) of the Delaware General Corporation Law (DGCL).
4 minute read

Delaware Business Court Insider

Chancery Decision Reaffirms 2 Principles of Del. Alternative Entity and Contract Law

Vice Chancellor Lori Will's recent post-trial decision in Avgiris Brothers v. Bouikidis is a useful reminder of the benefits of a well-drafted LLC agreement and reaffirmed two bedrock principles of Delaware alternative entity and contract law—parties are given wide latitude to order their affairs through a LLC agreement and that Delaware courts will strictly construe the language of those agreements.
6 minute read

Delaware Business Court Insider

Court Upholds Garnishment of Beneficiary's Interest in Distributions From a Del. Statutory Trust

In Protech Minerals v. Dugout Team, No. 288, 2021, 2022 WL 4004606 (Del. Sept. 2, 2022), the Delaware Supreme Court affirmed that trust distributions are personal property subject to garnishment. The court declined to consider whether the result would be different if the trust were a spendthrift trust.
7 minute read

Delaware Business Court Insider

Chancery Reinforces Del. Law's 'Twice-Tested' Review When Invalidating Board Action Designed to Disenfranchise Stockholders

Unless specifically authorized by Delaware's General Corporate Law (DGCL), the contents of a corporation's charter do not displace directors' fiduciary obligations or override the court's "enhanced scrutiny" review for transactions implicating shareholders' sacrosanct voting rights.
6 minute read

Delaware Business Court Insider

Ruling in 'RC JRV Trust' a Reminder for Practitioners to Obtain, Properly Serve a Summons

Recently, in RC JRV Trust v. Barnes & Thornburg (In re JRV Group USA), No. 19-11095 (KBO), 2022 WL 3646288, at *1 (D. Del. Aug. 24, 2022), the U.S. District Court for the District of Delaware granted, in part, a motion for leave to appeal an interlocutory order of the U.S. Bankruptcy Court for the District of Delaware filed by the defendant, Barnes & Thornburg.
8 minute read

Delaware Business Court Insider

Unintended Consequences of Russia-Ukraine Sanctions: Blocked Del. Entities With Russian Co-Founders

The practical effect is that many businesses that should not be subject to the sanctions programs are prevented from operating until they either complete a lengthy appeals process or government agencies clarify their interpretation of the applicable sanctions.
7 minute read

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