In In re Lordstown Motors, the Delaware Court of Chancery provides a roadmap for former special purpose acquisition companies (SPACs) to validate capital structure uncertainties stemming from the same court’s recent decision in Garfield v. Boxed. In Lordstown, the court makes clear that Section 205 of the Delaware General Corporation Law (the DGCL) is available as…
This publication, which highlights recent corporate and alternative entity cases and statutory developments in Delaware, continues our long tradition of providing insight into the evolution of Delaware law. Our corporate and alternative entities teams, the largest and most recognized in the state, play a crucial role in Delaware. For decades we have contributed to the development…
On September 30, 2022, the Financial Crimes Enforcement Network (“FinCEN”) published the final rule concerning beneficial ownership reporting under the Corporate Transparency Act, for codification at 31 C.F.R. 1010.380 (the “Rule”). The first round of regulations implemented by the Rule will be effective January 1, 2024, and will have an immediate impact on trustees, corporate service…
In Parma VTA LLC v. Parma GE 7400, LLC, C.A. No. N22C-03-092 AML CCLD, Judge LeGrow denied a motion by defendant Parma GE 7400, LLC to dismiss claims of breach of contract, unjust enrichment, and promissory estoppel asserted by plaintiff Parma VTA LLC in its amended complaint. In this case, the parties executed a tenants in…
In Gone GB LTD, et al. v. Intel Services Division, LLC, et al., C.A. No. N21C-05-198 EMD CCLD, plaintiffs Gone LTD and Ori Gersht asserted eight claims against Intel Services Division, LLC and Intel Corporation (jointly, “Intel”) based on Intel’s alleged wrongful termination of an agreement for the development of imaging technology and various related torts. …
In LCT Capital, LLC v. NGL Energy Partners LP and NGL Energy Holdings LLC, C.A. No. N15C-08-109 MAA CCLD, plaintiff LCT Capital originally asserted claims for breach of contract, quantum meruit/unjust enrichment, and fraudulent misrepresentation against NGL arising out of NGL’s failure to pay LTC for services performed in connection with its acquisition of…
In Connorex-Lucinda, LLC v. Rex Res Holdings, LLC, et al., C.A. No. N22C-01-186 EMD CCLD, Judge Davis denied the defendants’ motion to dismiss the plaintiff’s breach of contract claims. The underlying dispute arose after Connorex-Lucinda, LLC and REX Res Holdings, LLC entered into an LLC agreement to create joint venture Rex Residential Venture, LLC (“Venture”). As…
In the last quarter of 2022, the Complex Commercial Litigation Division (“CCLD”) remained busy, with the CCLD’s four judges addressing issues stemming from contract cases, including LLC disputes. Judge Adams, who was recently appointed as a CCLD judge, also provided a helpful glimpse into how the CCLD prepares cases for trial in resolving several Daubert…
In an increasingly complex geopolitical and economic climate, commercial real estate professionals will need to bring creativity and flexibility to transactions to adapt to ever-shifting market conditions. The headlines are pessimistic: the war in Ukraine is entering its second year, the United States has hit the debt ceiling and Goldman Sachs has laid off 3,000 staff…
The U.S. District Court for the District of Delaware has announced today that Judge Andrews will take senior status at the end of December of 2023, although he intends to retain a full caseload. The notice is available here.…