Articles & Publications

Threading the Labyrinth of Modern Email Collections 

Delaware Cracks Down on Discovery Abuse 

Vendor Contracting for Privacy and Security 

Chancery Recommends Rule to Determine Preclusive Effect of Judgments in Prior Derivative Actions 

High Court Resolves $2B 'True Up' Dispute Against Acquirer 

Chancery Holds That Deal Price Is Fair Value in Massive Appraisal Fight 

Structural Coercion Negated Cleansing Effect Under 'Corwin' 

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction 

Ten Recent Delaware Merger and Acquisition Cases Applying Corwin 

Stockholders' Complaint Survives Chancery's 'Corwin' Analysis 

Stockholder Vote Enjoined Over Banker's Financial Interest in Merger 

Del. Justices Award Attorney Fees Under Promissory Note Fee-Shifting Provisions 

The Perils of Advancement 

Delaware Supreme Court Precludes Fraudulent Inducement of LLC Agreement and Employment Agreement as Defense in Advancement Proceeding 

Court Dismisses Derivative Action in Stockholder's Litigation Demand 

Transaction Advisors Publishes Morris James Article on Significant Delaware Decisions of 2016 

When Is a Manager Not Really a Manager? 

Reliance on Extra-Contractual Statements in Fraud Claim 

Use of Agreed-Upon Search Terms Not Proxy for Gathering All Responsive Info 

Claims That Controlling Stockholder Received Unique Benefits Dismissed 

Court Dismisses Derivative Claim for Alleged Breach of Oversight Duty 

Court Relies on Fully Informed Uncoerced Stockholder Vote in 'Revlon' Challenge 

Be Careful What You Ask For: Court of Chancery Finds Corporate Law Governs LLC Based on Drafting of LLC Agreement 

Challenge to a Squeeze-Out Merger Dismissed Under MFW Framework 

Dismissed Dell Appraisal Claimants Settle With Company 

Court Applies 'Corwin' and Upholds Board's Adoption of Dissolution Plan 

Do Funders Deserve Benefit Fees? 

Pleading Tortious Interference With Prospective Business Relations Claim 

Company's Position Taken in Bankruptcy Voids Noncompete Obligations 

Advancement Rights of Present and Future Officers Under LLC Agreement 

Court: Derivative Claims Allowed to Be Asserted as Part of Merger Attack 

Are Appraisal Cases to Decline? 

How to Determine Whether the Statute of Limitations or Laches Applies 

Fair Value in Arm's-Length Third-Party Transactions 

Majority of Fully-Informed, Disinterested Stockholders Insulated Merger from Attack 

Court Tackles Nonmember Appointed as a Special Litigation Committee 

Chancery Declines to Require Buyer to Complete Merger Transaction 

The Problem With Delaware Business Valuations 

A Fun New Fact Pattern for Demand Futility 

Dell Decision Grants Claimants Fair Value Award Above Merger Price 

When Do Inconsistent Contract Interpretations Preclude Reformation? 

Disregard of Speculative Financial Projections Was Not Bad Faith 

Dell Shareholders' Appraisal Claims Denied After Voting Mishap 

Court Upholds Allegedly Unfair Master Limited Partnership Transaction 

How to Win After You Lost: Examining "Trados" 

Delaware Developing Solid Record of "Staying in Its Lane" 

Exercise of General Jurisdiction Over Foreign Corporations Overturned 

Court of Chancery Eyes Duties in Deals Involving Stockholder 

Breach of Fiduciary Duty Claim Subsumed by Breach of Contract Claim 

Court Upholds but Limits Claims Arising From Merger Agreement 

Chancery Applies 'Rales' in Dismissing Derivative Claim 

Are Disclosure-Only Claims Dead Yet? 

Contractual Stipulations of Irreparable Harm: Helpful But Not Determinative 

Duplicative Discovery Not Objectionable Unless 'Fully' Duplicative 

When a Director May Inspect the Company's Books and Records 

Chancery Analyzes Limits of 'Reasonable Conceivability' 

Derivative Settlement With Benefit Personal to Plaintiff Rejected 

How to Answer When an Activist Calls 

Tension Between 'Aronson' Analysis and the Standard of Review 

Court Explains Rigorous 'Caremark' Pleading Requirements 

Chancery Defers to Indian Corporation's Delaware Choice of Venue 

When Deciding Whether to Judicially Dissolve an LLC, the Court May Find the “Purpose” of the LLC to Be Different Than What Is Stated in the LLC Agreement 

Is an Offset Allowed for Amounts Unrelated to the Claim Asserted? 

Preservation of Option to Pursue Claim Not Threatened Action 

Supreme Court Clarifies Contours of In Pari Delicto Doctrine 

Goldman Sachs May Still Be Liable After Board's Fiduciary Duty Breach Exculpated 

Does General Release Also Cover Noncompete Agreement? 

Chancery Rejects Facebook Stockholder Ratification Argument 

Merger Price Is Best Evidence of Fair Value in Appraisal Action 

Are Merger Objection Suits a Dying Breed? 

Business Judgment Standard for Disinterested-Stockholder Approval 

Judicial Dissolution: Are the Courts of the State that Brought You In the Only Courts that Can Take You Out? 

Fraud Vitiated Special-Committee Process in Dole Merger 

Nature of Company's Defenses Can Expand Scope of Discovery 

Defectively Issued Stock Declared Valid After Section 205 Analysis 

Chancery Dismisses Complaint for Failure to Allege Noncompliance 

Should Proxy Contests Be Fair? 

How Courts Can Address Litigation Misconduct Using Ethical Rules? 

Non-Appearing Appraisal Claimants' Right to Settle Claims Affirmed 

Not All Unauthorized Computer Conduct May Violate Delaware Statute 

Appraisal Claims Dismissed Due to Custodial Banks' Technical Acts 

Notice of Stockholder Meeting Required to Enforce Advance Notice Bylaws 

Court of Chancery Dismisses Derivative Claims Even Though Entire Fairness Arguably Applied 

Delaware Expands Jurisdiction Over Directors 

Chancery Court Upholds Indicted Ex-Director's Advancement Rights 

Do Equities Militate Against Restrictions Barring Petition for Dissolution? 

Attorney Fees Awarded Notwithstanding Failure to Prove Damages for Breach 

Chancery Court Expands on When Legal Fees Can Be Advanced 

'Cornerstone' Decision Reinforces Del. Corporate Law Bedrock Principles 

Proxy Puts: Consider With Caution 

How Collateral Estoppel Can Be Your Best Friend in Stockholder Litigation 

Violation of Corporate Charter: Breach of Contract, Fiduciary Duties or Both 

Court of Chancery Clarifies Creditors' Rights 

Inconsistent Positions Appear to Contribute to Interlocutory-Appeal Denial 

Delaware Life & Health Insurance Law 

Arbitration Constitutes a First-Filed Action Under 'McWane' Doctrine 

Chancery Applies Contract Principles in Preferred-Shares Dispute 

The Narrow Contours of the Implied Covenant of Good Faith 

GM Faces Constituency Director Conflict Issues 

Stating Proper Purpose Doesn't Guarantee Books-and-Records Entitlement 

Chancery Enjoins Board in Potential Stockholder Dilution Scheme 

Derivative Action Stayed Pending $228.9M Appeal 

Delaware Adopts Curative Procedures for Invalid Past Corporate Actions 

Rare Guidance on the Duty to Supplement Interrogatory Responses 

Choice-of-Law Agreements and Public Policy Enforceability Exception 

Chancery Court Applies New Statutory Amendment Retroactively 

Negotiating Admitted Facts in Pretrial Stipulation 

Delaware Supreme Court to Chancery: You Have Broad Powers 

Chancery Court Permits Appraisal Arbitrage 

Delaware Justices Reverse Injunction Halting Sale of Control Transaction 

Do Post-Closing Merger Price Adjustments Comport With DGCL? 

Failure to Make Capital Contribution Does Not Necessarily Result in Reduction of Interest in LLC or LP 

Senior Lawyers Must Be Involved in Privilege Log Preparation 

Has the Chancery Court Created a New Tort? 

Derivative Claims Dismissed for Failure to Plead Sufficient Facts 

Allergan Stockholders' Board-Removal Contest Was Not Ripe 

Failure to Include Acceleration Clause Costly 

Delaware Continues Struggle Over Multijurisdictional Litigation 

Rural/Metro May Affect Delaware Breach of Fiduciary Duty Litigation 

An Ounce of Preservation Is Worth a Pound of Argument 

Claims Challenging Stock Issuance Validity Subject to Stay 

Company Ordered to Produce Records Related to Subsidiaries 

The Dilemma of the Unintended Fiduciary 

Court of Chancery Rejects Limits on Advancement Rights 

Entire Fairness for One, Entire Fairness for All 

Does the Business Judgment Rule Protect a Board's Stock Award? 

Chancery Court Confirms Fluctuating Interest Rate Is Appropriate 

Will Chancery Court Remedy Your Problems in Another Tribunal? 

Alternative Business Court in Delaware Gives Corporations More Choice, More Control 

Delaware Supreme Court Adopts Exception to Attorney-Client Privilege 

Chancery Court Reforms Management Agreements 

Modest Reflections on the State of Delaware Litigation 

Chancery Court Dismisses Revlon and Quasi-Appraisal Claim 

Stockholder Derivative Actions With Pending Federal Securities Actions 

Chancery Court Rejects Trading Restriction as Condition of Receipt 

Is the Court of Chancery Reforming Stockholder Litigation? 

Avoiding the Entire-Fairness Standard of Review 

Standard to Allege Mismanagement in Motion to Dismiss Section 220 Complaint 

Will Delaware Still Take Your Case? 

Lessons for Controlling Stockholders in Squeeze-Out Mergers 

Are Noncompete Agreements Only a Click Away? 

Guidance on Use of Deposition Testimony in Motions to Dismiss 

A Strong Message to Bankers Playing Both Sides of Sales Processes 

Delaware Expands Remedies for Former Employee Misconduct 

Is Delaware Closing the Door to Foreign Tort Claimants? 

Is Delaware Expanding Summary Judgments? 

No Fiduciary Duty to Repurchase Minority Stockholder Shares 

Chancery Orders Specific Performance of Email Agreement 

Delaware Expands Insider-Trading Claims 

Do “At-the-Market” Stock Offerings Allow a Board to Comply with Its Duty to Price Stock Issued Under Delaware Law? 

Advancement Denied to Board Chair Following LLC's Conversion 

Section 220 Complaint Dismissed Pursuant to Rule 12(b)(6) 

Equitable Tolling and Insider-Trading Claims 

Assessing Subject-Matter Jurisdiction in Chancery Court 

An Evolving Approach to Multijurisdictional Litigation 

Rule 5.1 Gets Its First Major Test 

The Resurrection of the Implied Covenant of Good Faith and Fair Dealing in the Alternative Entity Context? 

Section 225 Order Stayed Pending Expedited Appeal 

Chancery Relies on Merger Price to Determine Fair Value 

Must Board Elections Be Fair? 

Supreme Court Applies 'Reasonable Conceivability' Test 

Court of Chancery Denies Request to Redact Opinion 

Chancery Closing the Door to Multidistrict Litigation 

Watch Out When Waiving Privilege 

Supreme Court Reaffirms Fraud Exception's Narrow Scope 

Caremark Claims Remain Difficult to Plead Successfully 

Are Preferred Stockholders Second-Class Citizens? 

Chancery Court Reaffirms Entire-Fairness Application 

The Risk of Self-Help Inconsistent With an LLC Agreement 

Is Duty of Good Faith and Fair Dealing Still Alive in Delaware? 

The Other 'Nessie': An Order Vacating an Arbitral Decision 

Books-and-Records Action Dismissed for Failing to Comply With Section 220 

Are Appraisal Cases Coming Back? 

Court Upholds Facial Validity of Board-Approved Bylaws 

Good-Faith and Fair-Dealing Claims Get a New Life 

Has the Merger Defense to Derivative Litigation Ended? 

Expedition Doesn't Extend to Non-Colorable Claims 

Stockholder Established Harm but Not Equities Balance 

Is the Court of Chancery Reforming Merger Litigation? 

Should Directors Sue Their Company for Its Misdeeds? 

Court of Chancery Addresses At-Issue Exception to Attorney-Client Privilege 

The Debate on How to Remedy the Problem of Fast-Filing Plaintiffs in Derivative Actions Continues 

The Debate on How to Remedy the Problem of Fast-Filing Plaintiffs in Derivative Actions Continues 

When Is Advice of Counsel a Defense You Can Raise, but Not Disclose? 

Does Allergan Spell Litigation Relief? 

Delaware Expands Stockholders' Right to Sue 

Do Directors of Foreign-Based Companies Have Greater Liability Exposure? 

What to Expect From Your Delaware Counsel 

Asserting or Defending Against a Potential Usurpation of Corporate Opportunity Claim 

Contract Precludes Litigation — Almost 

What's Behind the Chancery Court's New Rule 5.1 

Delaware Supreme Court Radically Changes Discovery Scheduling Practice 

A Roundup of Recent Court of Chancery Rulings on Discovery 

The Court of Chancery Speaks by Transcript 

Court of Chancery Explains Why Not All Sale Processes Require Entire Fairness or Revlon Review