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Delaware Business Litigation Report 
Provides business-related litigation information which has been summarized by attorneys currently practicing in Delaware's courts. Searchable Case Summary Database contains summaries of court opinions released since January 2005. Provides links to other resources such as the Delaware Code and administrative rules.
Post Frequency: 5/day Last Entry: March 29, 2011 at 12:53:19 Recent Entries: 436
By Morris James LLP
Go to Delaware Business Litigation Report, find other Litigation blogs, or browse all law blogs.
Court of Chancery Denies Request for Reformation of Merger Agreement
Posted on February 27, 2009Metcap Securities LLC v. Pearl Senior Care Inc., C.A. 2129-VCN (Del. Ch. Feb. 27, 2009) In this decision the Court explains when it will grant reformation of a contract based on mistake. Most importantly, it held that an attorney was authorized to agree to the amendment to a contract that his client later argued was a mistake...
Court of Chancery Approves Master Report on Fees
Posted on February 26, 2009Kosseff v. Ciocia, C.A. 188-MG (Del. Ch. Feb. 26, 2009) This decision points to a new method of handling attorney fee requests following a settlement. The Court referred the request to one of its Masters for a report, reviewed the report, and upheld the Master's award.
Court of Chancery Explains Interaction with PSLRA
Posted on February 26, 2009Beiser v. PMC-Sierra Inc., C.A. 3893-VCL (Del. Ch. Feb. 26, 2009) Under the federal PSLRA, discovery may be stayed while a motion to dismiss is pending. Parties have tried to get around this stay by filling a books and records complaint in the Court of Chancery...
Court of Chancery Approves Master Report on Fees
Posted on February 26, 2009Kosseff v. Ciocia, C.A. 188-MG (Del. Ch. Feb. 26, 2009) This decision points to a new method of handling attorney fee requests following a settlement. The Court referred the request to one of its Masters for a report, reviewed the report, and upheld the Master's award.
Court of Chancery Calculates Reasonable Attorney Fees
Posted on February 25, 2009Lillis v. AT&T Corp., C.A. 717-VCL (Del. Ch. Feb. 25, 2009) In what surely must have been a boring use of judicial time, in this case the Court of Chancery was required to decide what fees were reasonable in a complex indemnification case...
Court of Chancery Decides Formula for Fee Advancement
Posted on February 24, 2009Underbrink v. Warrior Energy Services Corp., C.A. 2982-VCP (Del. Ch. Feb. 24, 2009) When a party is entitled to have her attorney fees advanced while litigation is pending, the Court of Chancery is faced with the possible task of reviewing each monthly bill to decide what is reasonable...
Court of Chancery Reaffirms The Business Judgment Rule
Posted on February 24, 2009In re Citigroup Inc. Shareholder Derivative Litig., C.A. 3338-CC (Del. Ch. Feb. 24, 2009) After the recent decision in the AIG case denying a motion to dismiss a complaint, there was some concern that perhaps the Court of Chancery was loosening the pleading requirements to state a claim under the Caremark line of case law...
Court of Chancery Awards Attorney Fees in Contract Case
Posted on February 23, 2009West Willow-Bay Court LLC v. Robino-Bay Court Plaza LLC, C.A. 2741-VCN (Del. Ch. Feb. 23, 2009) When attorney fees are awarded under the terms of a contract, the question sometimes comes up on how to calculate the fees when there was only partial success by the prevailing party...
Court of Chancery Denies Request for a Receiver
Posted on February 18, 2009Banet v. Fonds de Regulation et de Controle Cafe Cacao, C.A. 3742-CC (Del. Ch. Feb. 18, 2009) This is an excellent summary of the law governing when the Court of Chancery will appoint a receiver for either an insolvent or a solvent corporation...
Court of Chancery Denies Redundant Inspection
Posted on February 12, 2009Norfolk Country Retirement System v. Jos. A. Bank Clothiers, Inc., C.A. 3443-VCP (Del. Ch. Feb. 12, 2009) Repeated books and records demands by different stockholders should be viewed favorably. When, as here, a special litigation committee (SLC) has reviewed the conduct sought to be investigated by the plaintiff, and the independence and diligence of the SLC cannot be fairly questioned, then a stockholder who demands inspection may receive the SLC report and some backup materials, but no more absent a stronger showing of real justification to think the SLC did not do its job.
Court of Chancery Denies Redundant Inspection
Posted on February 12, 2009Norfolk Country Retirement System v. Jos. A. Bank Clothiers, Inc., C.A. 3443-VCP (Del. Ch. Feb. 12, 2009) Repeated books and records demands by different stockholders should be viewed favorably. When, as here, a special litigation committee (SLC) has reviewed the conduct sought to be investigated by the plaintiff, and the independence and diligence of the SLC cannot be fairly questioned, then a stockholder who demands inspection may receive the SLC report and some backup materials, but no more absent a stronger showing of real justification to think the SLC did not do its job.
Court of Chancery Explains how To Infer Scienter
Posted on February 10, 2009American International Group Consolidated Derivative Litigation, C.A. 769 (Del. Ch. Feb. 10, 2009) The Court of Chancery is often faced with the difficult task of deciding when a complaint has enough factual allegations to survive a motion to dismiss, particularly when there is no self dealing by directors and the business judgment rule is raised as a defense...
Court of Chancery Explains how To Infer Scienter
Posted on February 10, 2009American International Group Consolidated Derivative Litigation, C.A. 769 (Del. Ch. Feb. 10, 2009) The Court of Chancery is often faced with the difficult task of deciding when a complaint has enough factual allegations to survive a motion to dismiss, particularly when there is no self dealing by directors and the business judgment rule is raised as a defense...
Court of Chancery Explains "Validly In Litigation"
Posted on February 06, 2009In re: Affiliated Computer Services, Inc. Shareholders Litigation, C.A. 2821-VCL (Del. Ch. Feb. 6, 2009) Determining when a derivative complaint should be dismissed becomes complicated when the composition of the board of directors changes. What board do you look to to determine if a demand must be made on the board before suit may proceed? You start by looking at the board that existed at the time the complaint was filed...
Court of Chancery Upholds LLC Dissolution Provision
Posted on February 06, 2009Spellman v. Katz, C.A. 1838-VCN (Del. Ch. Feb. 6, 2009) In drafting an LLC operating agreement, the key point to remember is that you get what you agreed to even if you later come to regret it. Here, the operating agreement included a provision that the LLC would be dissolved when certain events occurred...
Court of Chancery Clarifies when there is a Contract
Posted on February 03, 2009BAE Systems Information and Electronic Systems Integration, Inc. v. Lockheed Martin Corp., C.A. 3099-VCN (Del. Ch. Feb. 3, 2009) It is sometimes difficult to decide when a writing is an enforceable contract or merely an agreement to agree. This decision sets out the methodology to decide that question...
Supreme Court Clarifies Stockholder Ratification Law
Posted on January 27, 2009Gantler v. Stephens, C.A. 132,2008 (Del. Jan. 27, 2009) This is an important decision because it limits when stockholder approval of a transaction has the effect of ratifying director action. Moreover, it limits the effect of stockholder ratification by holding that the business judgment level of review still applies to the directors' action, rather than holding that ratification extinguishes any claim...
Delaware's Top 10: The Most Important Corporate Law Decisions of 2008
Posted on January 22, 2009The following is a summary of the top 10 most important corporate law decisions published in 2008. The Delaware courts addressed a range of issues this past year in the areas of fiduciary duty, the negligence - bad faith continuum, advancements and mergers...
Court of Chancery Denies TRO for Laches
Posted on January 21, 2009Topspin Partners L.P. v. Rocksolid Systems. Inc., C.A. 4275-VCL (Del. Ch. Jan. 21, 2009) This decision illustrates the sometimes forgotten Delaware rule that if you get a TRO you better act fast. Here the plaintiff sat on its rights for ten months and the Court, while finding that irreparable harm might occur and that the claims appeared meritorious, denied immediate relief because of the delay...
Court of Chancery Refuses To Dismiss Business Tort Case
Posted on January 20, 2009Agilent Technologies, Inc. v. Kirkland, C.A. 3512-VCS (Del. Ch. Jan. 20, 2009) This decision is interesting because it illustrates what a party to litigation can or cannot say about the case. The failure to adhere to the rules results in a business tort claim for unfair practices, etc...
Superior Court Holds Chancery Has Exclusive Jurisdiction To Appoint Arbitrator
Posted on January 16, 2009Firemen's Insurance Co. v. Birch Pointe Condo. Assoc., Inc., C.A. No. 08C-04-081 JAP (Del. Super. Dec. 17, 2008). In this decision, the Superior Court ruled sua sponte that it lacked subject matter jurisdiction over an action seeking declaratory relief and requesting the appointment of an arbitrator...
Court of Chancery Explains the Role of Merger Subs
Posted on January 15, 2009Alliance Data Systems Corporation v. Blackstone Capital Partners V, LP, C.A. 3796-VCS (Del. Ch. Jan. 15, 2009) Here the target tried to argue that the parent entity should be responsible to pay damages for its sub’s failure to close under the facts of this case...
Court of Chancery Awards Fees in Closely Held Entity Litigation
Posted on January 14, 2009Julian v. Eastern States Construction Company, C.A. 1892-VCP (Del. Ch. Jan. 14, 2009) This decision answers the question of whether the normal rules governing attorney fee awards in derivative litigation will be applied in closely held entities...
Court of Chancery Dissolves a Deadlocked LLC
Posted on January 13, 2009Fisk Ventures, LLC v. Segal, C.A. 3017-CC (Del. Ch. Jan. 13, 2009) It has long been established that a limited partnership may be dissolved when a deadlock makes it impossible to carry on the partnership business. Here the Court of Chancery applied that same law to an LLC as the statute also provides for a judicial dissolution when it is "not reasonably practical to carry on the business" for which the entity was created...
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