This Practice Note provides an introduction to the environmental due diligence process regarding commercial real estate loans.

In In re Celera Corporation Shareholder Litigation, the Delaware Supreme Court upheld the Court of Chancery’s decision to certify as class representative a plaintiff that had sold its stock prior to the challenged merger, but held that, under the facts and circumstances of the case, the Court of Chancery had abused its discretion by failing to provide a significant stockholder with the right to opt out of the class.

ABA inaugurates their Local Rules Corner series with a look at the Delaware Bankruptcy Court’s local rules.

In In re Complete Genomics Shareholder Litigation, a recent decision by Vice Chancellor J. Travis Laster, the Court of Chancery preliminarily enjoined BGI-Shenzhen's acquisition of Complete Genomics Inc. pending supplemental disclosures concerning (1) discussions between the company's CEO and BGI's CEO regarding post-transaction employment and (2) clarification of inaccurately described and ambiguous provisions of the merger agreement.

This article sets forth some typical allegations found in complaints challenging Section 162(m) plans, discusses the courts’ treatment of various arguments that have been raised in motions to dismiss, describes what typical settlements look like, and provides practical advice to mitigate the risk of becoming the target of one of these lawsuits.

In Gellert v. Coltec Indus., Inc., the Delaware Bankruptcy Court held that the ordinary course of business defense under 11 U.S.C. § 547(c)(2)(A) can be applied on a motion to dismiss, and that a transfer cannot be constructively fraudulent when payment of the transfer resulted in a dollar-for-dollar satisfaction of an antecedent debt.

On November 1, 2012, the Delaware Department of Finance promulgated a final regulation, effective December 1, 2012, that shortens the look-back period for currently ongoing Delaware unclaimed property audits.

In Liberty Brands, LLC v. Feit, the Delaware Bankruptcy Court denied the defendants’ motions to dismiss the plaintiff-trustee’s claims to recover unauthorized post-petition transfers under 11 U.S.C. § 549.

In Feeley v. NHAOCG, the Delaware Court of Chancery addressed several important issues regarding the validity of actions taken in violation of a Delaware limited liability company's operating agreement.