The Delaware Court of Chancery, Delaware Supreme Court, and Delaware Bankruptcy Blog

Sorting Through the Kettle of Fish: Delaware Supreme Court Enforces Contractual Provisions Limiting Liability to “Deliberate Fraud”

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 […]

| 5 min read
GK
Associate

Chancery Court Emphasizes That the Protections for a Squeeze-Out Merger Must Be in Place Before Any “Substantive Economic Discussions” Occur.

The Chancery Court recently clarified the boundaries of the protective framework for mergers in which one of the corporations holds a controlling interest in the other—known as squeeze-out mergers. In re HomeFed Corporation Stockholder Litig., No. CV 2019-0592-AGB, 2020 WL 3960335 (Del. Ch. July 13, 2020). The Delaware Supreme Court established this framework in Kahn v. M & […]

| 5 min read
GK
Associate