by The Delaware Counsel Group | Mar 13, 2017 | Law Updates, LU17
Merinoff v. Empire Merchants, LLC The Delaware Court of Chancery examined a claim by two former managers of a Delaware LLC for the advancement of their legal expenses. The LLC’s operating agreement contained a mandatory forum-selection clause that provided: [T]he...
by The Delaware Counsel Group | Mar 13, 2017 | Law Updates, LU17
Dieckman v. Regency GP LP, et al. Limited partners of a publicly traded Delaware limited partnership (the “MLP”) claimed that the General Partner (the “GP”) of the MLP failed to satisfy the safe harbors provided in the MLP’s partnership agreement to cleanse a conflict...
by The Delaware Counsel Group | Mar 13, 2017 | Law Updates, LU17
Frechter v. Zier A corporate bylaw that permitted stockholders to remove directors with or without cause only upon the vote of “not less than 66 and two-thirds percent . . . of voting power of all outstanding shares” of the company was found to be invalid under...
by The Delaware Counsel Group | Jan 31, 2017 | Law Updates, LU17
Solak v. Sarowitz The Delaware Court of Chancery reviewed a shareholder’s challenge to a fee-shifting provision found in a forum-selection bylaw that required all internal corporate claims be brought in Delaware. The bylaw also provided that any shareholder “who fails...
by The Delaware Counsel Group | Jan 31, 2017 | Law Updates, LU17
In re United Capital Corp. Stockholders Litigation The Delaware Court of Chancery was asked to award a quasi-appraisal to remedy a purported breach of the duty of disclosure in connection with a short-form merger. The merger, which was approved by a Special Committee...
by The Delaware Counsel Group | Jan 31, 2017 | Law Updates, LU17
In re Solera Holdings, Inc. Stockholder Litigation The Delaware Court of Chancery dismissed a complaint that alleged breach of fiduciary duty against directors that approved a merger. The Court concluded that the merger, which would generally have been subject to...