In Fletcher Int’l, Ltd. v. ION Geophysical Corp., C.A. No. 5109-VCP (Del. Ch. May 28, 2010), the Court of Chancery reaffirmed the primarily contractual nature of the duties owed to, and the rights of, preferred stockholders under Delaware law.

In Olson v. ev3, Inc., C.A. No. 5583-VCL (Del. Ch. June 25, 2010) (Transcript), the plaintiff sought to enjoin a merger between ev3, Inc. and Covidien Group S.a.r.l., arguing, among other things, that the top up option granted to Covidien was invalid and coercive, and that ev3’s disclosure regarding the top up option was materially misleading and incomplete.

During the past few months, several cases in the Delaware courts have raised important issues for Delaware corporations and their advisors.

In Prizm Group, Inc. v. Anderson, C.A. No. 4060-VCP (Del. Ch. May 10, 2010), Prizm Group, Inc., a Delaware corporation, sought a declaration that Mark E. Anderson, who was issued common stock of Prizm in exchange for an unsecured promissory note, had failed to provide valid consideration for the shares and that the shares were void ab initio or voidable at the election of Prizm.

In two recent decisions, the Court of Chancery dismissed books and records actions under 8 Del. C. § 220 (“Section 220”) that were filed after the plaintiffs had filed derivative actions.

In two recent decisions, the Court of Chancery addressed the issue of disclosure of free cash flow estimates in connection with a merger.

The Delaware Court of Chancery’s decision in Selectica, Inc. v. Versata Enterprises, Inc has garnered a great deal of attention for its analysis and treatment of the low threshold poison pill used by Selectica, Inc. to protect its net operating loss carry-forwards, and the fact that it was the first time a poison pill has ever been triggered in modern memory.

This Article concludes that Delaware courts should reconsider the application and effect of section 141(e) and allow directors, regardless of their interest in a challenged transaction, to assert section 141(e) as a defense to liability in duty of care and duty of loyalty cases if they reasonably relied in good faith on expert advice .

Delaware continues its commitment to establishing a reputation as a competitive domicile for licensing a captive insurance company.

Consistent with Delaware's commitment to maintaining statutes that are state-of-the-art with respect to business entities, including statutory trusts, the Delaware Statutory Trust Act was amended on July 15, 2010.