In Lazard Technology P’rs, LLC v. QinetiQ North America Operations LLC, 114 A.3d 193 (Del. Apr. 23, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s post-trial bench ruling and held that defendant-below did not breach an earn-out provision in a merger agreement or the implied covenant of good faith and fair dealing. In 2009,…

In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), the Delaware Court of Chancery held that a stockholder-adopted bylaw amendment that purported to grant stockholders the authority to remove corporate officers over the objection of the corporation’s board of directors was invalid under Delaware law. In so holding, the Court found that the…

The Office of the Secretary of State of the State of Delaware will close for business at 4:30 p.m. on Thursday, September 3, 2015, and will reopen at 8:00 a.m. on Tuesday, September 8, 2015.

In Hill International, Inc. v. Opportunity Partners L.P., the Delaware Supreme Court affirmed the Court of Chancery’s grant of mandatory injunctive relief enjoining Hill International, Inc. from conducting any business at its 2015 annual meeting, other than convening the meeting for the sole purpose of adjourning it for a minimum time period, in order to permit Opportunity Partners, the stockholder-plaintiff, to present certain items of business and director nominations at Hill’s 2015 annual meeting.

In the two decades subsequent to the UnitedStates Supreme Court decision in Delaware v.New York, Delaware maintained what was generallyrecognized as the broadest and most aggressiveabandoned and unclaimed property auditprogram in the country. In Delaware v. New York,the United States Supreme Court confirmed thestate of incorporation as the second priority stateas it relates to state’s…

On July 2, 2015, the Delaware Supreme Courtin Hill International, Inc. v. Opportunity PartnersL.P., affirmed the Court of Chancery’s orderenjoining Hill International, Inc. (Hill) from conductingany business at its 2015 annual meeting,other than convening the meeting for the solepurpose of adjourning it for a minimum timeperiod necessary to allow Opportunity PartnersL.P. (Opportunity), the stockholder-plaintiff, topresent items…

Delaware has recently adopted legislation amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act.

Senate Bill 75, which contains several important amendments to the General Corporation Law of the State of Delaware, was signed by Delaware Governor Jack Markell on June 24, 2015.

On Tuesday, June 16, 2015, Delaware Senate Bill 141 was introduced to the Delaware General Assembly proposing many significant changes to the existing Delaware unclaimed property audit and administration regime.

The Bankruptcy Court for the Eastern District of Pennsylvania (the Honorable Jean K. FitzSimon presiding) recently declined to decide whether a chapter 13 debtor can be granted standing to prosecute a fraudulent transfer claim on behalf of its estate under Official Committee of Unsecured Creditors of Cybergenics Corp. v. Chinery, 330 F.3d 548 (3d Cir. 2003)…