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Delaware Law Updates
The Delaware Counsel Group LLP publishes legal updates regarding critical areas of Delaware Corporate and Alternative Business Entity Law on a bi-weekly basis. If you would like to sign up to receive our updates via email or post, please click here to subscribe.February 2010
Recent Delaware Corporate and Alternative Entity Decisions
Kurz, et al. v. Holbrook, et al., C.A. No. 5019-VCL, Laster, V.C. (Del. Ch. Feb. 9, 2010).
After trial, the Court ruled on the parties competing requests for relief under Section 225 of the DGCL as to the composition and control of the Board of EMAK Worldwide, Inc. (“EMAK”). ...
January 2010
Recent Delaware Corporate and Alternative Entity Decisions
Whittington v. Dragon Group, L.L.C., et al., No. 392, 2009 (Del. Dec. 18, 2009).
The appellant appealed the Court of Chancery’s holding that his action to enforce rights as an alleged number of Dragon Group, L.L.C. was barred by the doctrine of laches, applying by analogy a three-year statut...
January 2010
Recent Delaware Corporate and Alternative Entity Decisions
Robotti & Co., LLC v. Liddell, et al. and Gulfport Energy Corp., C.A. No. 3128-VCN, Noble, V.C. (Del. Ch. Jan. 14, 2010).
The Court granted the defendants’ motion to dismiss this class and derivative action which challenged a stockholder rights offering. The plaintiff claimed ...
December 2009
Recent Delaware Corporate and Alternative Entity Decisions
Mangano v. Pericor Therapeutics, Inc., C.A. No. 3777-VCN, Noble, V.C. (Del. Ch. Dec. 1, 2009).
Plaintiff held a substantial percentage of Defendant’s shares, many of which were in a voting trust. The trust under its terms would terminate when Plaintiff’s beneficial stock ownership ...
October 2009
Recent Delaware Corporate and Alternative Entity Decisions
Xu Hong Bin, et al. v. Heckmann Corp., et al., C.A. No. 4637-CC, Chandler, C. (Del. Ch. Oct. 26, 2009). The Court granted the plaintiffs’ motion to dismiss defendants’ counter-claims based on breach of contract and conversion as failing to state a claim, but denied the dismissal of defendant’...
September 2009
Recent Delaware Corporate and Alternative Entity Decisions
Julian v. Julian, et al., C.A. No. 4137-VCP, Parsons, V.C. (Del. Ch. Sept. 9, 2009). The Court addressed several motions arising out of a dispute among brothers who are members of several Delaware LLCs. One brother requested a judicial determination of fair value of certain LLCs from which he resi...
August 2009
Overview of Significant 2009 Amendments to the Delaware LLC ACT, DRULPA, DRUPA and the DGCL
I. LLC ACT, DRULPA and DRUPA.
A. Jurisdiction. Amended §18-111 of the LLC Act, §17-111 of DRULPA and §15-122 of DRUPA to:
• Add language to clarify that the jurisdiction of the Court of Chancery extends to actions to interpret provisions of the respective Acts ...
August 2009
Significant Court Decision Involving Delaware Corporate and Alternative Entity Law
In re: General Growth Properties, Inc., et al., Case No. 09-11977 (ALG) (August 11, 2009 Bankr. S.D.N.Y.)
Overview
The United States Bankruptcy Court for the Southern District of New York (the “Court”) denied motions to dismiss the Chapter 11 filings of se...
July 2009
Recent Delaware Corporate and Alternative Entity Decisions
Stockman v. Heartland Industrial Partners, L.P. et al., C.A. Nos. 4227-VCS and 4427-VCS, Strine, V.C. (Del. Ch. July 14, 2009). Plaintiffs, two former officers and directors of Collins & Aikman Corporation, brought actions for advancement of legal fees and indemnification against the corporation’...
June 2009
Recent Delaware Corporate and Alternative Entity Decisions
James Cable, LLC v. Millennium Digital Media Systems, L.L.C., et al, C.A. No. 3637-VCL, Lamb, V.C. (Del. Ch. June 11, 2009). Substantially all of the assets of Plaintiff cable company were to be purchased by another cable company until a dispute arose when cable company valuations fell and the buye...
May 2009
Recent Delaware Corporate and Alternative Entity Decisions
Ivize of Milwaukee, LLC v. Compex Litig. Support, et al.; Ivize of Kansas City, LLC v. Compex Litig. Support, et al., C.A. Nos. 3158-VCL and 3406-VCL, Lamb, V.C. (Del. Ch. April 27, 2009). Plaintiffs, the purchaser of the Defendant litigation support company, brought suit for breach of a representa...
April 2009
Recent Delaware Corporate and Alternative Entity Decisions
Lyondell Chemical Company, et al. v. Ryan, No. 401, 2008, Berger, J. (Del. March 25, 2009). This shareholder derivative action challenged a merger transaction where the directors negotiated the deal in less than a week, only met for seven hours to discuss the transaction, did not press the buyer fo...
March 2009
Recent Delaware Corporate and Alternative Entity Decisions
Banet, et al. v. Fonds de Régulation et de Controle Café Cacao, et al., C.A. No. 3742-CC, Chandler, C. (Del. Ch. Feb. 18, 2009). Plaintiffs moved for summary judgment on their request for appointment of a receiver for the New York Chocolate and Confections Company, Inc. (NYCCC). The Court of Cha...
January 2009
Recent Delaware Corporate and Alternative Entity Decisions
Marie Raymond Revocable Trust v. MAT Five LLC, et al., C.A. No. 3843-VCL, Lamb, V.C. (Del. Ch. Dec. 19, 2008). Plaintiffs had brought an action for breaches of fiduciary duty and violations of the Securities Exchange Act of 1933 stemming from alleged mismanagement of MAT Five LLC. MAT Five then co...
November 2008
Recent Delaware Corporate and Alternative Entity Decisions
Olson v. Halvorsen, et al., C.A. No. 1884-VCL, Lamb, V.C. (Del. Ch. Oct. 22, 2008). The Chancery Court, in granting summary judgment to the defendant partners of a hedge fund, held that the Statute of Frauds applies to LLC operating agreements, an issue that had never before been addressed by the Co...
October 2008
Recent Delaware Corporate and Alternative Entity Decisions
Henkel Corp. v. Innovative Brands Holdings, LLC, C.A. No. 3663-VCN, Noble, V.C. (Del. Ch. August 26, 2008). Plaintiff corporation brought suit to compel Defendant corporation to complete its acquisition of Plaintiff. Defendant claimed that Plaintiff failed to satisfy a condition precedent to perfo...
September 2008
Recent Delaware Corporate and Alternative Entity Court Decisions
In re TD Banknorth Shareholders Litigation, C.A. No. 2557-VCL, Lamb, V.C. (Del. Ch. July 29, 2008). The Court granted the plaintiffs’ motion for certification as class representatives in a class action brought by former investors who claim that the defendants improperly initiated a transaction in ...
August 2008
Recent Delaware Corporate and Alternative Entity Court Decisions
Ryan v. Lyondell Chemical Corp., et al., C.A. No. 3176-VCN, Noble, V.C. (Del. Ch. July 29, 2008). The Court denied two of Defendant Lyondell Chemical Company’s (“Lyondell”) motions for summary judgment with regard to a class action suit challenging its cash for shares merger with Defendant Bas...
July 2008
Recent Delaware Corporate and Alternative Entity Court Decisions
Recent Corporate and Alternative Entity Decisions
From the Delaware Courts
Donohue v. Corning, et al, C.A. No. 3733-VCS, Strine, V.C. (Del. Ch. June 20, 2008). The Court denied Plaintiff’s motion for partial summary judgment. Plaintiff, the former Managing Partner of defendant, ...
