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Recent Delaware Corporate Law Decisions and New Court of Chancery Arbitration Rules

January 28, 2010

The Court of Chancery Reaffirms Delaware’s Enforcement of Deal Protection Devices and Holds that it Has Jurisdiction Over Common Law Fraud Claims Based on Disclosures in Federal Securities Filings

In NACCO Industries, Inc. v. Applica Inc., the Court of Chancery reaffirmed Delaware’s enforcement of deal protection devices such as no-shop and notice provisions, and held that the Court had jurisdiction over common law fraud claims arising out of disclosures in federal securities filings.   Read More >>

The Court of Chancery Enforces Binding Letters of Intent

In Global Asset Capital, LLC v. Rubicon US Reit, Inc., the Court of Chancery held that binding letters of intent create enforceable rights that the Court will protect.  Read More >>
 
The Court of Chancery Grants Advancement to Director for Defense of Counterclaims Asserted by the Corporation Where the Initial Proceeding Was Initiated by the Director

In Paolino v. Mace Security International, Inc., the Court of Chancery granted advancement rights to a former officer and director for his defense of counterclaims asserted by the corporation despite the fact that the initial proceeding had been initiated by the former officer and director.  Read More >>

The Court of Chancery Interprets the Application of a Recent Amendment to the Delaware Securities Act and Addresses the Ability of Creditors of an Insolvent LLC to Bring Direct Claims

In Vichi v. Koninklijke Philips Electronics, the Court of Chancery interpreted the application of a recent amendment to the Delaware Securities Act and addressed the ability of creditors of a limited liability company that is insolvent or in the zone of insolvency to bring direct claims against that entity.  Read More >>

The Delaware Supreme Court Addresses the Requirements for Contracts Under Seal

In Whittington v. Dragon Group, L.L.C., the Delaware Supreme Court addressed, in the case of an individual, the requirements to establish a contract under seal.  Read More >>

The Court of Chancery Addresses Spoliation of Evidence and Contempt of Court Claims

In TR Investors, LLC v. Genger, the Court of Chancery addressed allegations of spoliation of evidence, violations of the Court’s status quo order, and the stringent remedies for such actions.  Read More >>
 
The Court of Chancery Adopts New Arbitration Rules

In connection with recent legislation expanding the authority of the Court of Chancery to allow the Court’s judges to arbitrate business and technology disputes where there is no pre-existing pending action, the Court adopted new rules effective February 1, 2010, to govern such arbitrations.  Read More >>