In Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, the Court of Chancery considered whether a reverse triangular merger would result in an assignment by operation of law—an issue of first impression under Delaware law.

Effective January 1, 2011, the forms of Seller’s Disclosure of Real Property Condition Report and Seller’s Disclosure of Real Property Condition Report - New Construction Only include several new disclosures that are now required under Delaware law to be provided to a prospective buyer of residential property prior to the time that the buyer makes an offer to purchase the property.

In two recent decisions, the Delaware Supreme Court addressed the fiduciary duties of controlling persons of a Delaware limited liability company, and the Delaware Chancery Court considered a request for access to a Delaware limited liability company's books and records.

In William Penn, the Delaware Supreme Court considered whether the Delaware Court of Chancery erred when it held that William Lingo and Bryce Lingo, through their ownership in William Penn Partnership, a Delaware limited partnership, breached their fiduciary duties to the members of Del Bay Associates, LLC, a Delaware limited liability company (“Del Bay”), and awarded attorneys’ fees and costs to the plaintiff members of Del Bay due to the pre-litigation conduct of the Lingos.

In Sanders v. Ohmite, the Delaware Court of Chancery considered whether plaintiff Max Sanders, as a member of Ohmite Holding, LLC, a Delaware limited liability company (the “Company”), was entitled to inspect certain books and records of the Company pursuant to Section 18-305 of the Delaware Limited Liability Company Act.

This article is in response to a recent Straight & Narrow article and looks more closely at the decision handed down in that case.

When a stockholder obtains director designation rights, the key to avoiding or mitigating potential informational conflicts involving the designated director is to consider these issues and balance allegiances at the outset of the transaction.

In response to perceived market conditions leading to the recent economic downturn in the United States, Congress passed, and the President signed into law, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Almost four years ago, the Delaware Supreme Court held that while creditors of an insolvent Delaware corporation do not have the right to assert direct claims for breach of fiduciary duty against officers and directors, they may obtain derivative standing to enforce the company’s claims.