In Cigna Health & Life Insurance Company v. Audax Health Solutions, Inc., the Delaware Court of Chancery found invalid features of a private company merger agreement that required stockholders, as a condition to receiving their merger consideration, to submit a letter of transmittal agreeing to provide a release of all claims against the acquirer and that further required stockholders to indemnify, for an indefinite period of time, the acquirer for claims arising from the seller's breach of representations and warranties.

Can a plaintiff state a preference claim by generally alleging that one or more of the debtor entities made the transfer at issue on account of an antecedent debt? The Delaware Bankruptcy Court (the Honorable Mary F. Walrath, presiding) recently reminded plaintiffs that the answer is no. See Stanziale v. DMJ Gas-Marketing Consultants, LLC. In …

Does Bankruptcy Rule 9023 impose a time limit to file a motion to reconsider the denial of summary judgment? The Delaware Bankruptcy Court (the Honorable Christopher S. Sontchi, presiding) recently decided no. See Stanziale v. Southern Steel & Supply, L.L.C. In Southern Steel, the defendant moved the court to reconsider its denial of the defendant’s…

On January 7, 2015, the United States Bankruptcy Court for the District of Delaware issued an opinion in In re Energy Future Holdings Corp., Case No. 14-10979 (CSS) [D.I. 3183] (the “Opinion”), approving the Debtors’ request to establish a bar date for unmanifested asbestos claims. The decision is significant because the asbestos plaintiffs’ bar has typically…

On January 8, the United States Senate passed H.R. 26, the “Terrorism Risk Insurance Program and Reauthorization Act of 2015,” which had already passed in the House of Representatives the previous day. The bill will now go to the President for his signature. The legislation extends by six years the terrorism insurance program, which has been…

In response to the public outcry over the death of millions of people in developing countries because of a lack of access to life-saving drugs, the World Trade Organization (WTO) recognized the need for developing countries to obtain pharmaceutical drugs at a reduced rate. However, the WTO received significant pushback from patent holders and pharmaceutical companies…

Although credit bidding — in which the secured creditor can credit bid the amount of its allowed claim in any sale of its collateral by its debtor — is acknowledged as being an important part of the secured creditor’s bundle of rights, some argue that in certain circumstances credit bidding can chill bidding or otherwise prevent…

Delaware corporate law embraces a “board-centric” model of governance contemplatingthat, as a general matter, all directors will participate in a collective and deliberativedecision-making process. Rather than serving as a justification for a board majority to disempowerdirectors elected or appointed by or at the direction of a particular class or seriesof stock or an insurgent group—which we…

Parties resisting a challenge to the confidential treatment of documents under Delaware Court of Chancery Rule5.1(f) must offer individualized, contemporaneous good cause for such treatment to ensure that confidentialitydesignations are maintained throughout litigation. For older documents, that showing must overcome a presumptionof “staleness” under Rule 5.1(f).…