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.

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.

By considering the common issues arising at the intersection of corporate litigation and D&O insurance, corporate practitioners may improve practical outcomes for their director and officer clients.

Investors should be aware of the interpretation given to the “funds legally available” phrase in the ThoughtWorks decision, and should consider alternatives to that language when drafting mandatory put provisions.

In a recent decision in In re Nortel Networks Inc., the 3rd U.S. Circuit Court of Appeals held that Bankruptcy Code Section 362(b)(4)'s "police power exception" to the automatic stay should be narrowly construed.