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.

On March 22, 2010, the U.S. Court of Appeals for the Third Circuit addressed whether pursuant to a plan of reorganization a debtor may sell assets free and clear of all liens at an auction at which the secured creditor is not permitted to credit bid.