In a recent decision, the Delaware Supreme Court has provided insight into the factors the Delaware courts will consider in assessing director independence in the context of derivative suits. These factors include personal relationships and the board’s previous determinations under the stock exchange rules.…

In Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), the Delaware Supreme Court held that the business judgment rule applies to any merger not subject to entire fairness review that has been approved by a fully informed, uncoerced vote of disinterested stockholders. Following that decision, the Delaware Court of Chancery has applied Corwin…

Welcome to the inaugural edition of the electronic Richards, Layton & Finger Superior Court Complex Commercial Litigation Division ("CCLD") quarterly update. The CCLD was created in 2010 as the complementary business court to Delaware’s world-renowned Court of Chancery.

In JCM Innovation Corp. v. FL Acquisition Holdings, Inc., C.A. No. N15C-10-255-EMD-CCLD, Judge Davis granted in-part and denied in part defendants FL Acquisition Holdings, Inc. and American Capital Ltd.’s motion to dismiss plaintiffs JCM Innovation Corp. and JCM American Corporation’s (collectively, “JCM”) complaint relating to JCM’s purchase of FutureLogic Group, Inc. (“FutureLogic”) from the defendants. JCM…

In CNH Industrial America LLC v. American Casualty Company of Reading, Pennsylvania, C.A. No. N12C-07-108-EMD-CCLD, Judge Davis concluded that the insurance policies between plaintiff CNH Industrial America LLC (“CNH”) and defendant Travelers Indemnity Company (“Travelers”) were exhausted as a matter of law as of Travelers’ July 6, 2015 payment of the remaining policy limits of liability…

In LCT Capital, LLC v. NGL Energy Partners LP, C.A. No. N15C-08-109-WCC-CCLD, Judge Carpenter denied the defendants’ motion to dismiss, noting that the “vast majority of NGL’s arguments advocating for dismissal are simply premature.” Plaintiff LCT Capital, LLC (“LCT”) initiated a breach of contract action against defendants NGL Energy Partners LP and NGL Energy Holdings LLC…

In CRS Proppants LLC v. Preferred Resin Holding Company, LLC, C.A. No. N15C-08-111-MMJ-CCLD, Judge Johnston granted in part and denied in part the plaintiff’s motion for summary judgment, holding that the liquidated damages provision in the purchase and sale agreement (the “PSA”) between the parties was enforceable and that the defendant’s obligations under the PSA were…

In Arch Insurance Co., et al. v. Murdock et al., C.A. No. N16C-01-104-EMD-CCLD, Judge Davis granted in part and denied in part the defendants’ motion to dismiss, holding that there was a valid controversy between the plaintiffs (excess insurance carriers) and the defendants (the insureds) regarding the funding of a settlement for an underlying lawsuit. Judge…

In Fabian v. BGC Holdings, L.P., C.A. No. N14C-03-037-MMJ-CCLD, Judge Johnston granted defendants BGC Holdings, L.P. (“BGCH”) and BGC Partners, Inc.’s (“BGCP”) motion for summary judgment, and held that plaintiff Larry D. Fabian’s (“Fabian”) claims were barred by the statute of limitations. Fabian, a former BGCP employee, initiated the lawsuit on March 5, 2014 against the…

In Deere & Company v. Exelon Generation Acquisitions, LLC, C.A. No. N13C-07-330-MMJ-CCLD, Judge Johnston held that plaintiff Deere & Company (“Deere”) was not entitled to indemnification for attorneys’ fees by defendant Exelon Generation Acquisitions (“Exelon”), but that Deere was entitled to litigation costs and pre-judgment interest that began to accrue as of December 18, 2012. Deere…