Delaware courts have long described claims against a board of directors of a Delaware corporation for breach of its duty of oversight (Caremark claims) as involving the most difficult theories in corporate law upon which a plaintiff can prevail—requiring a plaintiff to demonstrate that the board “utterly failed” to adopt controls and systems for…

Director Jennifer Jauffret is the author of the Delaware chapter of Lex Mundi’s newly published Global Employment Law Guide.  This guide gives relevant and timely information on important employment laws in more than 50 jurisdictions and draws on the expertise of Lex Mundi’s member firms from around the world. …

The four judges of the Superior Court’s Complex Commercial Litigation Division were busy in the third quarter of 2019.  As in quarters past, the judges authored opinions in cases involving indemnification disputes arising from merger agreements as well as insurance coverage cases.  In one of the highlights of this quarter, Judge LeGrow issued a decision holding…

In Coit Capital Securities, LLC v. Turbine Asset Holdings, LLC, et al., C.A. No. N17C-05-020-PRW-CCLD, Judge Wallace granted a motion to dismiss counterclaims because such counterclaims were not “purely defensive” and were brought outside of Delaware’s statute of limitations. This action, originally filed by Coit Capital Securities, LLC, involved breach of contract, tortious interference, and conspiracy…

V&M Aerospace LLC v. V&M Company, C.A. No. N18C-09-189-AML-CCLD stemmed from the plaintiff’s purchase of the defendant’s entire chrome plating business except for its environmentally contaminated land. The asset purchase agreement provided specific indemnification provisions governing liability for the contamination. The agreement also included a provision allowing the plaintiff to offset its incurred environmental losses against…

In Collab9, LLC v. En Pointe Technologies Sales, LLC, C.A. No. N16C-12-032-MMJ-CCLD, Judge Johnston granted the defendant’s motion to dismiss and partially granted the plaintiff’s cross motion to dismiss counterclaims. Judge Johnston dismissed the plaintiff’s claims for breach of the implied covenant of good faith and fair dealing (Court II) and fraud (Count III), and dismissed…

In Brightstar Corp. v. PCS Wireless, LLC, C.A. No. N18C-10-250-PRW-CCLD, Judge Wallace granted defendant/counterclaim plaintiff PCS Wireless, LLC’s motion to dismiss the plaintiff’s misappropriation of trade secrets claim (Count I), and granted in part and denied in part plaintiff/counterclaim defendant Brightstar Corp.’s motion to dismiss PCS’s fraud (Count I) and breach of the implied covenant (Count…

In Solera Holdings, Inc. v. XL Specialty Insurance Co., et al., C.A. No. N18C-08-315-AML-CCLD, plaintiff Solera held multiple D&O policies underwritten by the defendant insurers. When Solera was privately acquired, its shareholders sought appraisal in Delaware’s Court of Chancery. Solera notified the defendant insurers of the appraisal action, but only after a “substantial portion” of the…

When a debtor files for Chapter 11 or Chapter 7 bankruptcy, often a creditor’s only remedy is to wait for a sale or reorganization, the claims resolution process and other actions to be taken before the debtor or trustee can make distribution on the claim. Unsecured noteholders often do not want to wait for the resolution…

In In re Clovis Oncology Inc. Derivative Litigation, the Delaware Court of Chancery construed theDelaware Supreme Court’s opinion in Marchand v.Barnhill to mean that the board’s duty of oversightunder Caremark “must be more rigorously exercised”for corporations operating “in an environmentwhere externally imposed regulations governits ‘mission critical’ operations.” The Clovis Courtstated that, for purposes of adequately…