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. 

In NACCO Industries, Inc. v. Applica Inc., the Court of Chancery reaffirmed Delaware’s enforcement of deal protection devices such as no-shop and notice provisions, and held that the Court had jurisdiction over common law fraud claims arising out of disclosures in federal securities filings. 

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

In a January 26, 2010 notice posted on the United States District Court of Delaware’s website, it was announced that Judge Joseph J. Farnan Jr. will retire from the bench effective July 31, 2010.

NACCO Industries Inc. v. Applica Inc. No. 2541-VCL (Del. Ch. Dec. 22, 2009), highlights the expanded role that Delaware courts will play to ensure Delaware entities do not engage in fraud.

Third Circuit Court of Appeals Reaffirms (and Potentially Relaxes) O’Brien Break-Up Fee Standard

Delaware Bankruptcy Judge Sontchi holds, in the Six Flags chapter 11 case, that an informal committee is not a “committee” within the plain meaning of Rule 2019 unless it is formed by a larger group either by consent, contract, or operation of law, thereby declining to follow recent decisions of the United States Bankruptcy Courts for the Southern District of New York and the District of Delaware.

In Lola Cars International Ltd. v. Krohn Racing, LLC, the Delaware Court of Chancery interpreted an LLC agreement with respect to and otherwise discussed judicial dissolution of a Delaware LLC.