Delaware Business Court Insider | Commentary
By Brian T.M. Mammarella | November 15, 2023
In two recent opinions, the Delaware Court of Chancery addressed the scope of disclosure liability in two novel contexts.
Delaware Business Court Insider | Commentary
By Albert J. Carroll | November 8, 2023
Triggering Delaware's entire fairness review in stockholder litigation was once considered outcome determinate, but that view has waned. Numerous…
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | November 1, 2023
The court's confirmation of the award demonstrates the extent to which a court will go to confirm an arbitration award even where, as the vice chancellor found, the arbitration proceeding and the resulting award were flawed.
Delaware Business Court Insider | Commentary
By Sean M. Brennecke | October 25, 2023
The Delaware Court of Chancery's post-trial opinion in Gener8 v. Castanon is a helpful resource for anyone looking for a discussion of the elements of a variety of causes of action.
Delaware Business Court Insider | Commentary
By Mackenzie M. Wrobel | October 18, 2023
The decision saved threatened claims from a motion to dismiss and is a timely reminder of the limits on integration clauses during a time when corporate and commercial litigators are seeing an uptick in matters arising from acquisitions completed during the busy deal days of 2021.
Delaware Business Court Insider | Commentary
By Christopher N. Kelly and Justin T. Hymes | October 18, 2023
In two recent post-trial decisions, the Delaware Court of Chancery found that officers of a target company had breached their fiduciary duties in connection with a sale process by acting for personal gain, rather than to maximize stockholder value, that the target boards did not sufficiently manage the officers' conflicts of interest that infected the sale process, and that the acquirors were liable for aiding and abetting certain of the sell-side fiduciary breaches.
Delaware Business Court Insider | Commentary
By Louis J. Cannon | September 20, 2023
These decisions are the latest in a continued series of recent NLRB opinions encroaching upon nonunion employers' ability to manage their businesses. This client alert explains the importance of these developments and what employers should do now.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | September 13, 2023
In IBEW Local Union 480 Defined Contribution Plan and Trust v. Winborne, the Court of Chancery provided guidance concerning the holistic inquiry that the court uses to assess good faith, holding that the plaintiff successfully had pleaded that a majority of the board acted in bad faith in approving a buyout of a liability for $850 million that the company contemporaneously valued at $175.3 million in its audited financial statements.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | September 6, 2023
Vice Chancellor Sam Glasscock III considered whether a personal relationship between an independent director and a conflicted director was sufficient to corrupt the independent director's loyalty in approving a cash only freeze-out merger.
Delaware Business Court Insider | Commentary
By Cliff C. Gardner | August 23, 2023
In In re Edgio Stockholders Litigation, the Delaware Chancery Court was asked to apply the same cleansing effect to a claim for injunctive relief analyzed under Unocal, but Vice Chancellor Morgan Zurn found that Corwin was inapplicable.
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