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

Delaware Court of Chancery Adopts Reverse Veil-Piercing

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 […]

| 5 min read
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Delaware Court of Chancery: Deadlock Can be Genuine Even When Unilaterally Orchestrated

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. […]

| 4 min read
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Chancery Rules on Equitable Fee Shifting and Indemnity Provisions in Support of Fee Shifting

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 […]

| 4 min read
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Court of Chancery Strips Privilege From Company Attorney-Employee Email Communications Sent and Received via Non-Company Email Accounts

On December 22, 2020, the Delaware Court of Chancery issued a discovery decision regarding the production of emails sent and received via non-company email accounts used by employees who were also employees of a different/ second / separate / company. The decision provides useful guidance to companies regarding the preservation of the attorney-client privilege for email communications […]

| 4 min read
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Directors Have a Presumptive Right to a Company’s Privileged Information Says Chancery Court

In a case of first impression, the Delaware Court of Chancery recently considered whether management could restrict company directors’ access to privileged information between the company (via management) and its counsel. Chancellor Bouchard wrote that in most circumstances, it cannot. The case offers guidance to companies and directors on the joint-client status of directors when […]

| 4 min read
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