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Delaware Business Court Insider
By Mark E. Felger and Kaan Ekiner | January 8, 2025
A recent Delaware Superior Court decision emphasizes the importance of the language in the parties’ contract in assessing the buyers’ efforts with respect to the earnout.
Delaware Business Court Insider
By Lewis H. Lazarus | December 18, 2024
The plaintiff contended that the court should “blue pencil” a contractual noncompete to give the plaintiff the benefit of his bargain, even if the contract was overly broad. The defendant contended that when a party did not negotiate in any way the terms of the covenant not to compete and received minimal consideration in exchange, and the covenants themselves were overly broad, the Court of Chancery has discretion to decline to enforce the covenants entirely.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | November 6, 2024
Prior to initiating the Delaware Chancery Court action, Eastern Wholesale sued one of Hudson's affiliates—but not Hudson—in North Carolina. Shortly after the filing of the Chancery action, Hudson moved to dismiss or stay. And due to potential overlapping legal and factual issues, Chancellor Kathaleen St. J. McCormick entered a stay.
Delaware Business Court Insider
By Kaan Ekiner and Mark E. Felger | October 30, 2024
The Vice Chancellor's decision illustrates the court's discretion and, in this instance, common-sense approach to requiring a bond in the context of provisional relief.
Delaware Business Court Insider | Commentary
By Mark E. Felger and Simon E. Fraser | October 30, 2024
The court was careful to confine its ruling to precisely the foregoing, and expressed no opinion on plan releases other than nonconsensual ones. In particular, the court was careful to note, "Nothing in what we have said should be construed to call into question consensual third-party releases offered in connection with a bankruptcy reorganization plan."
Delaware Business Court Insider | Commentary
By Barnaby Grzaslewicz | October 23, 2024
In this recent decision from the Delaware Court of Chancery, Seva Holdings v. Octo Platform Equity Holdings, the court considered whether a membership interest repurchase right under an LLC agreement triggered by breach of a nondisparagement restriction was enforceable, or whether the repurchase scheme violated the absolute litigation privilege.
Delaware Business Court Insider | Commentary
By Mackenzie M. Wrobel | October 23, 2024
This article delves into the Delaware Court of Chancery's recent use of res judicata to remind readers of the doctrine's applications and implications.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | October 9, 2024
In dismissing for failure to plead demand futility, Vice Chancellor Lori W. Will explained that that allegations of independent directors' knowledge of "imperfect compliance" did not provide a reasonable inference of bad faith "intentional lawbreaking."
Delaware Business Court Insider | Commentary
By David Axelrod and Hannah Welsh | October 2, 2024
One company, Autopilot, is taking advantage of Congress members' advantage with a method for Joe Q. Public to trade like a politician.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | September 11, 2024
This case illustrates that the court generally will not use Section 205 to validate a deliberate, intentional violation of a statute to set the record date for a meeting, at least when a short period of time passes between the defective action and the court proceeding.
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