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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.
Morris James Blogs
After a five-day jury trial in the Complex Commercial Litigation Division of the Delaware Superior Court, Thomas E. Hanson, Jr. and Patricia A. Winston obtained a verdict in favor of Radio One, Inc. in its dispute with another broadcaster, which sought $15 million in damages for an alleged breach of an Asset Exchange Agreement. The jury deliberated for approximately 5 ½ hours before returning a verdict that Radio One was not in breach. This case is one of only a handful of business disputes that have been tried before juries in Delaware’s business courts.
Joseph R. Slights, III and Gretchen S. Knight to Speak at Supreme Court Review Seminar on September 25, 2015
Joseph R. Slights, III and Gretchen S. Knight will participate in a Delaware State Bar Association seminar titled “Supreme Court Review 2015: A Discussion of Decisions at the Highest State and Federal Judicial Levels.” Former Judge Slights and Ms. Knight will partake in a panel titled “Delaware Supreme Court Decisions.” There will also be a second panel discussing U.S. Supreme Court decisions with a preview of coming cases. More ›
In this episode of CorpCast we go back to basics on the concept of the controlling stockholder. We address what constitutes a controlling stockholder under Delaware Law, discuss the idea of “actual control,” and consider how the presence of a controlling stockholder affects the Court’s standard of review. We’ll also discuss recent case law developments including In re KKR Financial Holdings, LLC, In re Crimson Exploration, Inc., and In re Sanchez Energy.
Love what you hear? Go to our podcast tab for archived episodes and be sure to follow @DECorpCast for the latest updates. If you have questions or comments, you can reach us at CorpCast@morrisjames.com. Thank you for listening! More ›
A recent but little-known decision by a Delaware court may have substantially expanded the state's jurisdiction over the directors of a Delaware corporation. Delaware has long had a director-consent-to-service statute: 10 Del. C. Section 3114 (the consent statute). Under that statute, consenting to serve as a director of a Delaware corporation also concomitantly gives consent to be sued in a Delaware court. However, the statutory language seemed to limit such suits to those involving a "violation of [the director's] duty in such capacity" as a director. Focusing on that language, for almost 25 years, Delaware courts held that the consent statute could only be used if at least one count of a complaint alleged the director-defendant had breached a fiduciary duty in his role as a director. Hence, absent such a claim, the consent statute was thought not to confer jurisdiction over a director by the Delaware courts. More ›
It is often contended that the availability of a declaratory judgment in Superior Court to determine the parties’ rights may deprive the Court of Chancery of jurisdiction to grant an equitable remedy such as an injunction. After all, it is assumed that the parties will obey the decision of the Court in deciding their rights. More ›
It is settled law that a cause of action accrues when the wrong is committed, not when its effects continue to be felt in the future. But as this decision makes clear, that is not always the case. When additional wrongdoing adds to the injury, the action accrues with each wrongful act.
Court Of Chancery Explains That The Existence Of A Controlling Stockholder Does Not Determine Demand Is Excused
A transaction with a controlling stockholder that is the subject of a derivative complaint still requires that a majority of the directors be interested before demand is excused. More ›
To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited), losing technical record title to the stock before the merger is complete also loses the right to an appraisal. Hence, great caution is needed by those who seek appraisal to be sure their stock is not retitled by their nominee.
This is an interesting decision because of its comments on when the implied duty to act fairly and in good faith may be asserted as a separate claim even when a claim based on the contract between the parties has not been breached under the contract’s literal terms. More ›
This decision explains several important aspects of Delaware law. First, a claim for fraud cannot overlap with a breach of contract claim or it will be dismissed. More ›