In a case of first impression in Delaware, the Court of Chancery adopted the equitable doctrine of reverse veil-piercing1 in Manichaean Capital LLC v Exela Technologies Inc., a post-merger action to enforce an appraisal valuation judgment. The opinion, partially denying a motion to dismiss, is significant for both its adoption of reverse veil-piercing and for its clear outline […]
A Delaware Court of Chancery case decided earlier this year provides some useful guidance on the interpretation of LLC agreements and what constitutes a “deadlock” under Delaware law. The case, Mehra v. Teller, involved a deadlock between co-managers of a Delaware limited liability company, EOS Investor Holding Company LLC (“Holdco”) and the resultant dissolution of that company. […]
In a decision that is likely to reshape directors and officers (“D&O”) policies across the nation, the Delaware Supreme Court has held that fraudulent conduct by corporate officers and directors is insurable under Delaware law. RSUI Indemnity Company v. Murdock, 2021 WL 803867 (Del. March 4, 2021). The court also held that Delaware law governs a […]
The Delaware Court of Chancery in In re Columbia Pipeline Group, Inc. Merger Litigation denied a motion to dismiss claims for fiduciary duty breach in the sale of Columbia Pipeline Group, Inc. (“Columbia”). The Court found that the plaintiff stockholders’ allegations supported the inference that Columbia’s CEO and Chairman Robert Skaggs, Jr. and CFO Steven Smith […]
When determining whether to uphold an indemnification provision that carved out an exception for only deliberate fraud, the Delaware Supreme Court recently explained in Express Scripts, Inc. v. Bracket Holding Corp., ___ A.3d ___, 2021 WL 752744, at *1 (Del. Feb. 23, 2021), that “[a] deliberate state of mind is a different kettle of fish than a reckless […]
Choice of law and choice of forum clauses in employment agreements are tricky business. Even though a Delaware LLC employer may think they have strong, iron-clad selection provisions in their employment agreements, the Delaware Court of Chancery may find otherwise, as it did recently in Focus Financial Partners, LLC v. Holsopple, 241 A.3d 784 (Del. Ch. […]
The Supreme Court of Delaware recently affirmed a decision by the Court of Chancery that ordered a corporation to produce certain books and records to a shareholder, and which granted leave to the shareholder to take a corporate representative deposition under Rule 30(b)(6). The case, AmerisourceBergen Corp. v. Lebanon County Emps.’ Ret. Fund, — A.3d –, […]
On December 31, 2020, Vice Chancellor Glasscock issued an opinion regarding what he called a “novel issue” arising from cross motions for fees. The motions were supported by a contractual prevailing party fee provision which also provided for an equitable award where a party prevailed in part and lost in part. The case, Great Hill Equity […]
On December 3, 2020, the United States Bankruptcy Court for the District of Delaware entered an opinion in In re Extraction Oil & Gas, Inc., Case No. 20-11548 (CSS), holding that two entities (the “State Court Plaintiffs”) violated the automatic stay of 11 U.S.C. § 362(a) when those entities commenced and prosecuted litigation against non-debtor entities […]
On November 30, 2020, the Delaware Court of Chancery issued its decision in AB Stable VIII LLC v. Maps Hotels and Resorts One LLC et al., holding that the Seller had breached its covenant to operate in the ordinary course of business between signing and closing of a pending M&A transaction when it closed hotels and […]