Sherwood v. Chan: Court of Chancery Grants Temporary Restraining Order Enjoining Corporation’s Annual Meeting for 20 Days to Allow Adequate Time for Corrective Disclosures and Consideration of a Competing Slate of Director Nominees
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.
Steinhardt v. Howard-Anderson: Court of Chancery Sanctions Representative Plaintiffs for Improper Trading Practices
In Steinhardt v. Howard-Anderson, the Court of Chancery imposed sanctions on representative plaintiffs for improper trading practices.
In re Appraisal of Aristotle Corp.: Court of Chancery Finds No Standing for Fiduciary Duty of Disclosure Claims Brought Belatedly by Appraisal Petitioners
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.
SV Investment Partners, LLC v. ThoughtWorks, Inc.: Delaware Supreme Court Affirms Court of Chancery Decision Without Addressing Whether “Funds Legally Available” Is Equivalent to “Surplus”
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 re Compellent Technologies, Inc. Shareholder Litigation: Court of Chancery Awards Fee for Settlement that Reduced Buyer-Friendly Deal Protections
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.
Two-Year Look-Back Period Cannot Be Equitably Tolled
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).
Eliminating Fiduciary Duties and the Status of the Implied Contractual Covenant of Good Faith and Fair Dealing
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.
Substantive Changes to Real Estate Broker Licensing Law
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.
Auriga Capital Corporation v. Gatz Properties, LLC: Court of Chancery Confirms that a Manager of a Delaware LLC is Subject to Traditional Fiduciary Duties Unless Contractually Modified
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.
Beyond the Delaware Statutory Trust Act: Is Willful Misconduct the Floor for Liability?
Freedom of contract, including the ability to alter the fiduciary duties and liabilities of trustees, is the hallmark of Delaware trust law and may be the foremost reason for the preeminent position of the Delaware statutory trust in structured finance and investment fund transactions.