The Delaware Superior Court recently sided with a non-recourse lender by enforcing full recourse against the guarantor of a multimillion-dollar loan after certain covenants were recorded on the mortgaged property without the lender’s consent. In Wilmington – 5190 Brandywine Parkway, LLC v. Acadia Brandywine Holdings, LLC, CA No. N17C-04-061 (Feb. 7, 2020), the Delaware Superior Court,…

This publication, which highlights recent corporate and alternative entity cases and statutory developments in Delaware, continues our long tradition of providing insight into the development of Delaware law.

In McElrath v. Kalanick, the Delaware Supreme Court affirmed the Chancery Court’s opinion dismissing derivative claims challenging a board’s approval of what “[b]y any reasonable measure” was found to be “a flawed transaction.” In rejecting the plaintiff’s arguments that questioned the disinterestedness and independence of a majority of the director defendants, the Court made clear that…

In Ogus v. SportTechie, C.A. No. 2018-0869-AGB. (Del. Ch. Jan. 31, 2020), the Delaware Court of Chancery refused to dismiss portions of seven claims brought by the jilted founder of SportTechie Inc. against corporate insiders and investors related to his removal from office and the purported repurchase of his equity stake in the company.…

Please click on the links below to view videos of Richards Layton attorneys and their takeaways from the various panels at SFVegas 2020.  This list will be continually updated during the conference. Jesse Miller discusses the opening remarks and takeaways from “2020 Elections: What to Expect, and What They Could Mean” at SFVegas 2020. Eric Schwartzman…

The fourth quarter of 2019 was a busy one for the Superior Court’s Complex Commercial Litigation Division. The court issued two post-trial opinions, one of which involved a novel issue of fraud damages. The court also continued its handling of complex trade secrets disputes.

In Sun Life Assurance Company of Canada v. Wilmington Savings Fund Society, FSB, C.A. No. N18C-08-074 PRW CCLD, Judge Wallace granted a motion to disqualify brought by defendant Wilmington Savings Fund Society, FSB (“WSFS”). Although the plaintiff’s counsel, Cozen O’Connor, had been longtime counsel for WSFS, this was not the conflict on which WSFS moved to…

In Winshall v. Viacom International Inc., C.A. No. N15C-06-137 EMD CCLD, Judge Davis granted the defendant’s motion for reconsideration of the court’s prior summary judgment decision. This suit arose from the merger of Harmonix Music Systems with Viacom International Inc. The plaintiff, Walter Winshall, was a former shareholder of Harmonix and filed suit, raising three claims…

In DRIT LP v. Glaxo Group Ltd., C.A. No. N16C-07-218-WCC-CCLD, Judge Carpenter granted plaintiff DRIT LP’s motion for determination of damages and entry of partial judgment and denied defendants Glaxo Group Limited and Human Genome Sciences, Inc.’s (“GSK”) renewed motion for judgment as a matter of law or a new trial, entitling DRIT to approximately $57,073,482…

In Ocimum Biosolutions (India) Ltd. v. AstraZeneca UK Ltd., C.A. No. N15C-08-168 AML CCLD, defendant AstraZeneca entered a three-year subscription agreement with plaintiff Ocimum. The contract permitted AstraZeneca to access Ocimum’s biological database, but required the company to return or destroy all unreserved data at the end of the term. After the agreement expired, Ocimum suspected…