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On August 30, 2024, the Delaware Court of Chancery in Campus Eye Management Holdings, LLC v. E. Bruce DiDonato, OD, C.A. 2024-0121-LWW (Del. Ch. August 30, 2024), affirmed an amendment [...]

Delaware has long maintained its status as the mecca for U.S. corporations, with over 50% of all publicly listed corporations incorporated there. Devoted exclusively to the adjudication of business disputes [...]

In a significant decision that clarifies the standards for determining controlling stockholder status, the Delaware Court of Chancery dismissed claims against AstraZeneca and Viela Bio's directors in connection with Viela's [...]

In the recent decision of McMillan, et al. v. Nelson, et al., C.A. No. 2024-0016-KSJM (Del. Ch.), the Delaware Court of Chancery reaffirmed the primacy of contractual language in LLC [...]

In a recent decision that underscores the importance of precise contract language in M&A deals, the Delaware Court of Chancery dealt a blow to former Cephalon shareholders seeking a post-merger [...]

The Delaware Court of Chancery recently addressed the complexities of partnership formation-and the importance that an oral agreement contain all material terms-in the decision of Handler v. Centerview Partners Holdings, [...]

In the decision of Harrison Metal Capital III, L.P., v. Mathé, et al., C.A. No. 2022-0261-PAF (Del. Ch. Mar. 27, 2024), the Delaware Court of Chancery considered whether plaintiff adequately [...]

In the recent decision of Schoenmann v. Irvin, et al., C.A. No. 2021-0326-SG (Del. Ch. Jun. 2, 2022), the Delaware Court of Chancery denied in part and granted in part [...]

In the decision of Deann M. Totta, et al. v. CCSB Financial Corp., C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022), the Court of Chancery held that the board of [...]

In the recent decision of Oklahoma Firefighters Pension and Retirement System v. Amazon.com, Inc., C.A. No. 2021-1484-LWW (Del. Ch. Jun. 1, 2022) (Mem. Op.), the Court of Chancery denied Plaintiff's [...]

In a recent action brought under Section 225 of the DGCL, the Delaware Court of Chancery validated a written consent removing Defendants Long Deng and Mark Fang from iFresh, Inc.'s [...]

In the decision of Dengrong Zhou v. Long Deng and Mark Fang, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) (Mem. Op.), the Delaware Court of Chancery found that a [...]

Effective August 1, 2021, the Delaware Limited Liability Company Act ('LLC Act'), the Delaware Revised Uniform Limited Partnership Act ('LP Act') and the Delaware Revised Uniform Partnership Act ('Partnership Act') [...]

The Delaware Court of Chancery recently dismissed a derivative lawsuit asserting a Caremark claim for failure to adequately allege demand futility under Court of Chancery Rule 23.1. The opinion, Pettry [...]

In the recent decision of Blackmon v. O3 Insight, Inc., C.A. No. 2020-1014-SG (Del. Ch. Mar. 9, 2021), the Delaware Court of Chancery held that the arbitrability of a Delaware [...]

Delaware stockholders and directors have an important tool in their arsenal to obtain information from a Delaware corporation: Section 220 of the Delaware General Corporation Law ('DGCL'). The statute confers [...]

Section 220 of the Delaware General Corporation Law permits a stockholder or director to make a books and records against a corporation incorporated in Delaware, regardless of where the corporation [...]

Earlier this month, the U.S. Bankruptcy Court for the District of Delaware (the 'Delaware Bankruptcy Court') released an update to the Local Rules for the United States Bankruptcy Court District [...]

In the recent decision of Spizz v. Goldfarb Seligman & Co. (In re Ampal-American Israel Corp.), 2017 WL 75750 (Bankr. S.D.N.Y. Jan. 9, 2017), the United States Bankruptcy Court for [...]

In the recent post-trial memorandum opinion of Dore v. Sweports, Ltd., C.A. No. 10513-VCL (Del. Ch. Jan. 31, 2017), Vice Chancellor Laster addressed indemnification for fees incurred in pursuing affirmative [...]

It goes without saying that a corporation's bylaws must comply with the applicable provisions of the Delaware General Corporation Law (ôDGCLö). The recent decision rendered by Vice Chancellor Glasscock, Fretchter [...]

In the recent decision of Miller v. Zurich American Ins. Co. (In re WL Homes LLC, et al.), Adv. No. 11-50839 (BLS) (Bankr. Del. Jan. 10, 2017), the Delaware Bankruptcy [...]

The Delaware Supreme Court recently clarified the extent and scope of charging liens that can be asserted by Delaware attorneys against clients who fail to pay their legal bills. In [...]

ATopTech, Inc. ('ATopTech' or 'Debtor'), an electronic design automation software company manufacturing software solutions for engineers to assist them in the physical design of integrated circuits, filed a voluntary petition [...]

In the recent decision of In re: Abeinsa Holding Inc. et al., Del. Bankr. Ct. Dec. 14, 2016), Case No. 1:16-bk-10790, the Honorable Kevin J. Carey confirmed clean energy developer [...]

As set forth in the Delaware Supreme Court decision of Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del., 2015), a board's decision to approve a merger transaction is [...]

In the recent decision of In re OM Group, Inc. Stockholders Litigation, Cons. C.A. No. 11216-VCS (Del. Ch. Dec. 16, 2016), Vice Chancellor Slights considered a motion for reargument by [...]

In the recent appraisal decision of Merion Capital L.P. v. Lender Processing Services Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016), the Delaware Court of Chancery determined the fair [...]

In the recent decision of George L. Miller v. Edward Welke, et al. (In re United Tax Group, LLC), Adv. Pro. No. 16-50088 (LSS), the Delaware Bankruptcy Court considered a [...]

In the recent decision of In the Matter of Dissolution of Artic Ease LLC, C.A. No. 8932-VCMR (Del. Ch. Dec. 9, 2016), the Court of Chancery analyzed whether an LLC [...]

A question that is often posed to Delaware corporate practitioners is whether a non-Delaware court can dissolve a Delaware entity. Certain jurisdictions, such as Texas, will generally decline to dissolve [...]

On December 2, 2016, Limitless Mobile, LLC ('Limitless' or the 'Debtor') filed a chapter 11 voluntary petition in the United States Bankruptcy Court for the District of Delaware. The Debtor [...]

In the recent decision of Pacifica L51 LLC v. New Invs., Inc. (In re New Invs., Inc.), No. 13-36194, 2016 WL 6543520 (9th Cir. Nov. 4, 2016), the Ninth Circuit [...]

Made-in-the-USA retailer American Apparel, LLC and its affiliated entities ('Debtors') filed for Chapter 11 bankruptcy protection on Monday, Nov. 14th for the second time in just over a year, colloquially [...]

In the recent decision of Unsecured Creditors Comm. of Sparrer Sausage Co., Inc. v. Jason's Foods, 826 F.3d 388 (7th Cir. 2016), the Seventh Circuit overturned the bankruptcy court's application [...]

In the Dell Inc. appraisal action, the Court previously held that the fair value of Dell common stock at the effective time of the merger was $3.87 per share more [...]

The recent letter order issued in the case of Kandell, et al. v. Niv, et al., C.A. No. 11812-VCG (Del. Ch. Oct. 14, 2016) illustrates the Court's disfavor when parties [...]

In the decision of Motors Liquidation Co. Avoidance Action Trust v. JPMorgan Chase Bank, N.A. (In re Motors Liquidation Co.), 552 B.R. 253 (Bankr. S.D.N.Y. 2016), the SDNY bankruptcy court [...]

According to the United States Bankruptcy Court for the District of Delaware's website, the meeting room for the United States Trustees has been changed from the second floor room 2112 [...]

In the recent decision of Jay Frechter v. Cryo-Cell International, Inc., Civil Action No. 11915-VCG (Del. Ch. Oct. 7, 2016), the Court of Chancery granted a mootness fee in connection [...]

The recent decision of Nguyen v. Barrett, C.A. No. 11511-VCG (Del. Ch. Sept. 28, 2016) provides a useful discussion of pre- and post-close disclosure claims. The action involved a challenge [...]

In the recent opinion of Geier v. Mozido, LLC, C.A. No. 10931-VCS (Del. Ch. Sept. 29, 2016), Vice Chancellor Slights dismissed the complaint because the claims sought therein were previously [...]

The Court of Chancery has recently issued a string of decisions, including Kraft v. WisdomTree Investments, Inc. in which it has tightened the application of the equitable defense of laches [...]

The Court of Chancery recently ruled on a request for interlocutory appeal as it related to the Court's rulings on spoliation issues. In the decision of Chrome Systems, Inc. v. [...]

The Court of Chancery recently denied a fee award to a litigation funding firm in the decision of Judy v. Preferred Communication Systems, Inc., C.A. No. 4662-VCL (Del. Ch. Sept. [...]

In Rosenberg v. DVI Receivables XVII, LLC, 2016 WL 4501675 (3d Cir. August 29, 2016), the United States Court of Appeals for the Third Circuit held that Section 303(i) of [...]

On September 7-8, 2016, various debtors in the ADI Liquidation, Inc. (f/k/a AWI Delaware, Inc.), et al. bankruptcy proceeding filed approximately 332 complaints seeking the avoidance and recovery of allegedly [...]

In the recent decision of Lehman Bros. Special Fin. Inc. v. Bank of Am. Nat'l Assoc. (In re Lehman Bros. Holdings Inc.), 2016 WL 3621180 (Bankr. S.D.N.Y. June 28, 2016), [...]

Under the Delaware Statutory Trust Act, a beneficial owner of a Delaware statutory trust may seek inspection of the books and records of such trust. Those rights are codified under [...]