District of Delaware Begins Magistrate Judge Pilot Program
The United States District Court for the District of Delaware has begun a pilot project by which the clerk of the court will randomly select a discrete number of cases for direct assignment to a magistrate judge in place of one of the district judges for pretrial case management.
Reliance on Client’s Automated Information System May Support Rule 9011 Liability
A recent decision of the Third Circuit, In re Taylor, a personal bankruptcy case, suggests that, in certain circumstances, counsel’s reliance on a client lender’s information systems can lead to the imposition of sanctions against not only the client, but also against counsel.
Penn State Ordeal Reminds Employers that Clear Policies and Reporting Structures Are Critical
The events at Penn State shed light on a company’s obligation to promptly investigate and resolve, as appropriate, any and all allegations of wrongdoing.
Andrews Confirmed to the Delaware District Court
The Senate today voted unanimously to confirm the nomination of Richard G. Andrews to the United States District Court for the District of Delaware.
Recent Delaware Corporate Law Decisions
In recent months, Delaware courts have addressed a number of issues important to Delaware corporations and their advisors.
TOUSA, USACafes, and the Fiduciary Duties of a Parent’s Directors Upon a Subsidiary’s Insolvency
In this article, we examine the TOUSA opinion, and the doctrines it relies on, in an attempt to understand how these doctrines should be treated together.
New Jersey Carpenters Pension Fund v. infoGROUP, Inc.: Court of Chancery Finds Complaint Adequately States Claim that Entire Board Dominated by the Company’s Largest Stockholder
In New Jersey Carpenters Pension Fund v. infoGROUP, Inc., the Court of Chancery refused to dismiss a breach of fiduciary duty claim where the plaintiff had adequately pled that the founder and largest stockholder of defendant infoGROUP, Inc. dominated his fellow directors and forced them to approve a sale of the company at an unfair price in order to provide himself with some much-needed liquidity.
Central Mortgage Co. v. Morgan Stanley Mortgage Capital Holdings LLC: Delaware Supreme Court Holds that the Governing Pleading Standard in Delaware to Survive a Motion to Dismiss is Reasonable Conceivability
In Central Mortgage Co. v. Morgan Stanley Mortgage Capital Holdings LLC, the Delaware Supreme Court declined to address whether the “plausibility” standards set forth in Bell Atlantic Corp. v. Twombly and Ashcroft v. Iqbal should be applied in Delaware, and instead unanimously held that until the Delaware Supreme Court “decides otherwise or a change is duly effected through the Civil Rules process, the governing pleading standard in Delaware to survive a motion to dismiss is reasonable ‘conceivability.’”
Amirsaleh v. Board of Trade: Delaware Supreme Court Emphasizes Requirements for a Waiver of Contractual Rights to be Retracted
In Amirsaleh v. Board of Trade, the Delaware Supreme Court held that appellee Board of Trade of the City of New York, Inc. (“NYBOT”) had not validly retracted its previous waiver of a contractual deadline by which its members were supposed to elect the form of consideration they would receive in connection with NYBOT’s 2007 merger with Intercontinental Exchange, Inc.
Bank of New York Mellon Trust Co. v. Liberty Media Corp.: Delaware Supreme Court Applies New York Law to “Substantially All” Provision of Indenture and Declines to Aggregate Series of Dispositions
In Bank of New York Mellon Trust Co. v. Liberty Media Corp., the Delaware Supreme Court held that the split-off of the Capital and Starz business groups following three other major distributions of assets since 2004 did not constitute a transfer of “substantially all” of the assets of Liberty Media Corporation and its wholly owned subsidiary, Liberty Media LLC, under the terms of an indenture.