In recent months, Delaware courts have addressed a number of issues important to Delaware corporations and their advisors.

In Sherwood v. Chan, the Court of Chancery issued a temporary restraining order enjoining a corporation from holding its annual meeting for a period of 20 days to allow adequate time for corrective disclosures and consideration of a competing slate of director nominees by the stockholders.

In Steinhardt v. Howard-Anderson, the Court of Chancery imposed sanctions on representative plaintiffs for improper trading practices.

In In re Appraisal of Aristotle Corp., the Court of Chancery granted a motion to dismiss claims of breach of the fiduciary duty of disclosure brought by certain stockholders who had dissented from a short-form merger under 8 Del. C. § 253 and perfected their appraisal rights, on grounds that the plaintiffs lacked standing.

In SV Investment Partners, LLC v. ThoughtWorks, Inc., the Delaware Supreme Court affirmed the Court of Chancery’s holding that a corporation did not have “funds legally available” to satisfy a preferred stockholder’s redemption demand, but determined that it did not need to address the Court of Chancery’s other holding that “funds legally available” is not equivalent to “surplus” under 8 Del. C. § 160.

In In re Compellent Technologies, Inc. Shareholder Litigation, the Court of Chancery ruled on an application for attorneys’ fees brought by class counsel who had secured a settlement loosening the “buyer-friendly” deal protection provisions of a merger agreement.

In Industrial Enters. of Am., Inc. v. Burtis, the Delaware Bankruptcy Court denied a motion to reconsider its holding that equitable tolling cannot enlarge the two-year look-back period under 11 U.S.C. § 548(a).

Section 17-1101(d) of the Delaware Revised Uniform Limited Partnership Act provides that a partnership agreement may expand, restrict or eliminate the fiduciary duties owed by a partner or other person to the limited partnership, a partner or any other person that is a party to or is otherwise bound by such partnership agreement, provided that the implied contractual covenant of good faith and fair dealing may not be eliminated.

On August 3, 2011, Governor Jack Markell signed into law Senate Bill 154, as amended, which completely rewrites the section of the Delaware Code addressing the licensing of real estate brokers and salespersons.

In Auriga Capital Corporation v. Gatz Properties, LLC, the Court of Chancery stated that, unless a limited liability company agreement expands, restricts or eliminates the fiduciary duties owed by a manager, a manager is subject to the fiduciary duties of loyalty and care.