In a summary proceeding under Section 225 of the Delaware General Corporation Law, the Court of Chancery in Keyser v. Curtis, applied the entire fairness test to a sole director’s effort to prevent stockholders from electing a new board by issuing a new series of preferred stock with powerful voting rights to himself for one cent per share, held that the issuance was not entirely fair, and determined that the newly issued stock could not be counted in determining whether the plaintiff-stockholders had delivered sufficient written consents to elect a new board.

In In re Appraisal of Orchard Enterprises, Inc., the Court of Chancery, in a post-trial decision, determined that the petitioners, certain common stockholders of The Orchard Enterprises, Inc., were entitled to $4.67 per share, rather than the $2.05 per share they received in a going-private transaction.

In Martin Marietta Materials, Inc. v. Vulcan Materials Co., the Delaware Supreme Court affirmed the Court of Chancery’s decision enjoining Martin Marietta Materials, Inc. from taking any action in connection with its hostile takeover bid for Vulcan Materials Co., including proceeding with its exchange offer and prosecuting its proxy contest, for a period of four months, in order to remedy Martin’s breach of two confidentiality agreements between the companies.

In Zucker v. Andreessen, the Court of Chancery applied the heightened pleading burden under Court of Chancery Rule 23.1 and dismissed a derivative complaint for failure properly to allege demand futility.

In Louisiana Municipal Police Employees’ Ret. Sys. v. Pyott, the Court of Chancery held that a federal court’s decision to dismiss derivative litigation for failure to plead demand futility adequately under Rule 23.1 did not preclude relitigation of that same issue in another case involving a different stockholder plaintiff.

Recently, in Keyser v. Curtis, the Court of Chancery applied the entire fairness standard when considering a challenge to the issuance of super-voting preferred stock.

In Americas Mining Corp. v. Theriault, the Delaware Supreme Court affirmed the Court of Chancery’s post-trial decision and final judgment awarding more than $2 billion in damages (including interest) and $304 million in attorneys’ fees in In re Southern Peru Copper Corp. Shareholder Derivative Litigation, revised Dec. 20, 2011).

In In re Tribune Company, et al., the Delaware Bankruptcy Court granted a motion for stay pending appeal of a plan confirmation order subject to the movants posting a $1.5 billion supersedeas bond.

Delaware limited partnerships and limited liability companies, sometimes referred to collectively as alternative entities, are not the same as corporations, although there are many similarities.

On January 5, 2010, the Delaware Court of Chancery adopted a set of rules providing for arbitration in the court, giving life to a recently adopted statute permitting Delaware’s Chancery judges to act as private arbitrators.