In a lightning-fast response to the recent ruling in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., the Delaware State Bar Association’s Council of the Corporate Law Section has proposed an amendment to the Delaware General Corporation Law that would bring it in line with common corporate practices.
Jonathan Dolgin and Emily J.
The Delaware Court of Chancery is striking back against “new wave” stockholder agreements, which feature stockholder preapproval rights and board restrictions, rather than covenants among stockholders regarding traditional stockholder rights.
Emily J. Yukich and Jonathan Dolgin examined the ruling in a new client alert, “No More Board Games: Delaware Court of Chancery Strikes Down Provisions
The Court of Chancery recently dismissed claims for breach of fiduciary duty, breach of the duty of oversight, and waste against the board of directors of McDonald’s Corporation.
In In re McDonald’s Corp. Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL, stockholders of McDonald’s filed a derivative action against the Company’s board of directors, former CEO,
The Court of Chancery recently warned that knowingly filing claims that lack subject matter jurisdiction violates Rule 11 and risks referral to the Office of Disciplinary Counsel. In Fintech Consulting LLC v. TSR, Inc., et al., C.A. No. 2023-0030-MTZ (Del. Ch. Jan. 18, 2023), the plaintiff filed a verified complaint and motion to expedite,
The Court of Chancery recently stated the appropriate test for a permanent injunction. In In re Covid-Related Restrictions on Religious Services, C.A. No. 2021-1036-JTL (Del. Ch. Nov. 22, 2022), religious leaders claimed that restrictions imposed during the COVID-19 pandemic violated their constitutional rights. The plaintiffs sought declaratory relief, damages, and a permanent injunction prohibiting
A recent Court of Chancery case discusses the difference between pleading the knowledge element in complaints asserting claims for tortious interference with contract and aiding and abetting breach of fiduciary duty.
In Atlantic NWI, LLC v. The Carlyle Group Inc., et al., C.A. No. 2021-0944-SG (Del. Ch. Oct. 28, 2022), Plaintiff and another entity,
The Court of Chancery recently considered the scope of its limited jurisdiction related to claims of equitable fraud. In Trust Robin, Inc. v. Tissue Analytics, Inc., et al., C.A. No. 2021-0806-SG (Del. Ch. Sept. 29, 2022), the Plaintiff asserted various causes of action sounding in contract and fraud arising out of a services agreement
The Court of Chancery recently concluded that a member of a Delaware LLC could reach an implied contractual agreement to withdraw as a member of the LLC, even if the LLC does not have a written operating agreement.
In 5high LLC v. Howard Feiler, et al., C.A. No. 2022-0108-LWW (Del. Ch. Aug. 5, 2022), the
The Court of Chancery recently issued a decision providing guidance to practitioners submitting petitions in corporate dissolution proceedings. A copy of the Court’s decision can be found here: In the Matter of Global Safety Labs, Inc.
Section 280 of the DGCL establishes an optional, court-supervised process that a corporation can follow to wind up
In Badr Abdelhameed Dhia Jafar v. Vatican Challenge 2017 LLC, 2022 WL 365142 (Del. Ch. Feb. 8, 2022), the Court of Chancery held the petitioning member of the defendant LLC responsible for the fees and costs of a receiver that it sought to have appointed in connection with a Section 220 action. After a
