The corporation laws of every U.S. jurisdiction permit corporations on the “clear day” (i.e., before an adverse claim arises) to agree to advance defense costs, indemnify, and insure presumptively innocent directors and officers against risks of liability that arise out of their good faith service to the corporation. States’ laws governing alternative entities generally leave the…

On September 15, 2021, Governor John Carney signed into law House Bill 112, as amended, which amends the Delaware Uniform Common Interest Ownership Act (DUCIOA).  While many of these amendments are technical in nature, the legislation includes two important, substantive changes to DUCIOA that could have significant impacts on developers of common interest communities and the…

The third quarter of 2021 was another busy one for the Delaware Superior Court’s Complex Commercial Litigation Division (“CCLD”).  While civil jury trials are still backlogged as a result of the pandemic, the CCLD judges continued to issue numerous opinions in cases involving acquisition disputes and pharmaceutical development.  For past issues of this mailing or information…

In KT4 Partners LLC v. Palantir Technologies, Inc., C.A. No. N17C-12-212 EMD CCLD, Judge Davis granted in part and denied in part the defendants’ motions for summary judgment.  The plaintiffs filed suit alleging that the defendants tortiously interfered with a prospective business relationship the plaintiffs had with CDH Investments (“CDH”) to sell the plaintiffs’ stock through…

In Highland Pipeline Leasing, LLC v. Magellan Pipeline Company, L.P., C.A. No. N20C-08-275 EMD CCLD, Judge Davis granted the defendant’s motion to stay.  In the underlying dispute, Magellan Pipeline Company L.P. (“Magellan”) entered into an agreement to lease a 158-mile pipeline in Arkansas (the “Ozark Line”) from Highland Pipeline Leasing LLC (“Highland”), with Spectra Energy Partners,…

In Humanigen, Inc. v. Savant Neglected Diseases, LLC, C.A. N17C-07-068 PRW CCLD, Judge Wallace denied a motion for summary judgment by Savant Neglected Diseases (“Savant”), granted in part and denied in part a motion for summary judgment by Humanigen, Inc. (“Humanigen”) and Madison Joint Venture LLC (“Madison” and, together with Humanigen, “H&M”), and granted a motion…

In CRE Niagara Holdings, LLC, et al. v. Resorts Group, Inc., C.A. No. N20C-05-157 PRW CCLD, Judge Wallace denied the defendant’s motion for reargument of its motion to dismiss, and also denied the defendant’s separate motion for stay or enlargement of time.  The underlying dispute arose from Resorts Group, Inc.’s (“RGI”) 2017 sale of a resort…

In a footnote in a two-page order issued in 2018, the Delaware Supreme Court quietly reminded corporate law practitioners that, per the 1989 case of Mills Acquisition v. Macmillan, a complaint seeking post-closing Revlon damages can survive a motion to dismiss without pleading nonexculpated breaches of fiduciary duty by a majority of directors so long as…

In a footnote in a two-page order issued in 2018, the Delaware Supreme Court quietly reminded corporate law practitioners that, per the 1989 case of Mills Acquisition v. Macmillan, a complaint seeking post-closing Revlon damages can survive a motion to dismiss without pleading nonexculpated breaches of fiduciary duty by a majority of directors so long…