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Chancery Rejects Stockholder Demand to Hershey for Books and Records 27 Aug 2013 | 02:57 am
Louisiana Municipal Police Employees’ Retirement System v. Hershey Co., No. 7996, Master’s Report (Del. Ch. Aug. 16, 2013). This decision rejected a demand for books and records of the Hershey Compan...
Indemnification Claim Dismissed as Premature 13 Aug 2013 | 03:42 am
Huff v. Longview Energy Co., C.A. No. 8453-CS (Del. Ch. Aug. 12, 2013). This short letter ruling granted a motion to dismiss a claim for indemnification pursuant to DGCL section 145(c) based on the ...
Chancery Determines Ownership Interest in LLC and Remedy for Breach of Fiduciary Duties 10 Aug 2013 | 04:33 am
Grove v. Brown, C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013) Issues Addressed: This post-trial opinion addresses issues involved in a 4-person LLC whose members disputed: (1) what specific ownership int...
Chancery Addresses Disclosure Obligations in Connection with Directors’ Elections 8 Aug 2013 | 08:55 pm
Red Oak Fund, L.P. v. Digirad Corp., C.A. No. 8559-VCN (Del. Ch. Aug. 5, 2013). Issue Addressed: In the context of a challenge to the election of directors, the Court of Chancery considered claims th...
Chancery Explains Safest Deal Structure to Defend M & A Challenges 8 Aug 2013 | 12:46 pm
Southeastern Pennsylvania Transportation Authority v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Aug. 5, 2005) Issue addressed: This Chancery opinion explains the procedures to follow in order to benefit ...
Chancery Addresses Laches and Tolling of Statute of Limitations Pending Class Action Complaint 3 Aug 2013 | 09:37 pm
In Re Nine Systems Corporation Shareholders Litigation, Consol. C.A. No. 3940-VCN (Del. Ch. July 31, 2013). Issues addressed: (1) inquiry notice; (2) laches; (3) tolling of the statute of limitations...
Chancery Rejects Revlon Claims in Two Recent Decisions 1 Aug 2013 | 08:36 pm
In Re Morton’s Restaurant Group, Inc. Shareholders Litigation, C. A. No. 7122-CS (Del. Ch. July 23, 2013). This is one of two recent Chancery opinions that dismisses claims that directors did not meet...
Chancery Agrees with Fiat on Formula to Buy Chrysler Shares 31 Jul 2013 | 06:20 pm
Fiat North America, LLC v. UAW Retiree Medical Benefits Trust, C.A. No. 7903-VCP (Del. Ch. July 30, 2013). Issue Addressed: How to interpret the formula in the call option agreement to determine the...
Delaware’s Demand Futility Test Used by High Court of Marshall Islands 26 Jul 2013 | 07:58 pm
As we have noted from time to time, other jurisdictions are very interested in and follow Delaware corporate law in deciding cases. This post is a follow-up to a December 2011 post about a decision i...
Delaware Supreme Court Returns to Contractual Good Faith Standard 25 Jul 2013 | 07:31 am
Allen v. Encore Energy Partners, L.P., Del. Supr., No. 534, 2012 (July 22, 2013). Issue addressed: This Delaware Supreme Court opinion addresses a contractually defined good faith standard in a limi...
