In Narrowstep, Inc. v. Onstream Media Corp. the Court of Chancery, expressly relying on the motion to dismiss standard articulated by the United States Supreme Court in Bell Atlantic v. Twombly, dismissed an implied covenant of good faith and fair dealing claim but refused to dismiss claims for breach of fiduciary duty, fraud and unjust enrichment in connection with the failed merger between Narrowstep Inc. and Onstream Media Corporation.

At a status conference in Scully v. Nighthawk Radiology Holdings, Inc., Vice Chancellor Laster stated that there was prima facie evidence of collusive forum shopping in connection with a settlement of multi-jurisdictional, representative litigation challenging the fairness of a merger and announced that he would appoint special counsel to the Court to investigate these issues and possibly to recommend disciplinary action.

In Blades v. Wisehart, the Court of Chancery held that a corporation had not validly effectuated a stock split because it had not complied with the requisite corporate formalities, notwithstanding that the corporation’s board and stockholders all had the subjective intent to effectuate the split.

Following trial in SV Investment Partners, LLC v. ThoughtWorks, Inc. the Court of Chancery rejected a preferred stockholder’s argument that the phrase “funds legally available” is equivalent to “surplus” in the context of redemption rights and entered judgment against the preferred stockholder.

The Court of Chancery in In re Art Technology Group, Inc. Shareholders Litigation enjoined a merger until the target company disclosed to its stockholders additional information about its financial advisor’s prior work for the buyer. In Steinhardt v. Howard-Anderson the Court of Chancery applied the enhanced Revlon standard of review to a stockholder’s motion to preliminarily enjoin the acquisition of Occam Networks, Inc. by Calix, Inc. whereby Occam stockholders would receive cash and stock consideration.

This article describes the impetus for the nonstock amendments and explains the structure and nuances of those amendments.

The shift from paper to electronic communication and storage has transformed every step of litigation, from initial case assessment to discovery and even trial.

Following trial in In re John Q. Hammons Hotels Inc. Shareholder Litigation, the Court of Chancery ruled in favor of defendants, finding that the merger price was fair value, that controlling stockholder John Q. Hammons did not breach his fiduciary duties, and that the third-party acquirers did not aid and abet a (nonexistent) fiduciary duty breach.

In a recent case, the Delaware Court of Chancery addressed cross-motions for summary judgment in a case involving defendants Crescent Private Capital, L.P., a Delaware limited partnership, and Crescent Gate Partners, L.L.C., a Delaware limited liability company.

This Q&A from Practical Law Company gives an overview of Delaware's unique legal system.