On February 26, 2010, the Delaware Court of Chancery sustained a board's decision to adopt and use a poison pill rights plan with a 4.99% flip-in trigger designed to protect the corporation's net operating losses.

Vice Chancellor J. Travis Laster's recent decisions in Global Asset Capital, LLC v. Rubicon US REIT, Inc. and NACCO, Inc. v. Applica Incorporated provide good examples of Delaware's approach to analyzing bargained-for deal protection devices.

On February 9, 2010, the Delaware Court of Chancery issued an opinion with substantial significance for corporate practitioners.

In two recent decisions—Dubroff v. Wren Holdings, LLC and Berger v. Pubco Corporation—the Delaware Court of Chancery expanded the substantive fiduciary disclosure obligations flowing from statutory notice requirements when a corporation takes action by written consent of stockholders or provides notice of appraisal.

In connection with recent legislation expanding the authority of the Court of Chancery to allow the Court’s judges to arbitrate business and technology disputes where there is no pre-existing pending action, the Court adopted new rules effective February 1, 2010, to govern such arbitrations.

In TR Investors, LLC v. Genger, the Court of Chancery addressed allegations of spoliation of evidence, violations of the Court’s status quo order, and the stringent remedies for such actions. 

In Whittington v. Dragon Group, L.L.C., the Delaware Supreme Court addressed, in the case of an individual, the requirements to establish a contract under seal.  

In Vichi v. Koninklijke Philips Electronics, the Court of Chancery interpreted the application of a recent amendment to the Delaware Securities Act and addressed the ability of creditors of a limited liability company that is insolvent or in the zone of insolvency to bring direct claims against that entity.

In Paolino v. Mace Security International, Inc., the Court of Chancery granted advancement rights to a former officer and director for his defense of counterclaims asserted by the corporation despite the fact that the initial proceeding had been initiated by the former officer and director.

In Global Asset Capital, LLC v. Rubicon US Reit, the Court of Chancery held that binding letters of intent create enforceable rights that the Court will protect.