Delaware Adopts Rapid Arbitration Act
On April 2, 2015, Delaware Governor Jack Markell signed a highly specialized arbitration statute into law: the Delaware Rapid Arbitration Act.
Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections
In United Technologies Corp. v. Treppel, theDelaware Supreme Court unanimously reversedthe Court of Chancery’s ruling denying thedefendant’s request to restrict the use of informationobtained in plaintiff’s inspection ofbooks and records to actions in the Delawarecourts.
Litigating Fiduciary Duty Claims in Bankruptcy Court and Beyond: Theory and Practical Considerations in an Evolving Environment
Litigation against directors and officers is ubiquitous in bankruptcycourts. Indeed, charges of director malfeasance and breach of fiduciary duty areleveled at the outset of many bankruptcy cases—whether in the hallways outside offirst day hearings or creditors committee formation meetings, in early hearings, orin pre-petition letter writing campaigns aimed at encouraging or discouragingspecific board actions. These charges…
Delaware Innovates to Create a World-Class Arbitration Regime
On March 11, 2015, the Delaware State Bar Association gave its formal approval to HB 49, which was filed yesterday in the Delaware Legislature. If passed by the Legislature, the bill, which bears the title the Delaware Rapid Arbitration Act, will establish Delaware as a cutting-edge seat for business arbitrations.
The Current State of Fee-Shifting Provisions
On March 6, 2015, the Council of the Corporation Law Section of the Delaware State Bar Association released proposed legislation that would amend the Delaware General Corporation Law to invalidate fee-shifting provisions in the certificate of incorporation or bylaws of a stock corporation.
What Statute of Limitations Applies? The Effect of the Delaware Borrowing Statute on Claims Governed by Foreign Law
Delaware courts are frequently called upon to address disputes arising under contracts governed by the laws of other states. While Delaware courts will apply the substantive law of the chosen jurisdiction in interpreting the contract unless the Restatement of Conflicts of Laws would require it to apply the law of some other jurisdiction, Delaware statute of…
Recent Developments in Delaware Corporate Law
This publication contains recent court decisions affecting Delaware corporations and other business entities, as well as the 2014 amendments to Delaware’s corporate and alternative entity law.
Chancery Court Addresses Aiding and Abetting Claims
In Virtus Capital v. Eastman Chemical, C.A. No. 9808-VCL (Del. Ch. Feb. 11, 2015), the Delaware Court of Chancery denied a motion to dismiss a complaint for lack of personal jurisdiction in a suit related to the 2011 sale of Sterling Chemicals Inc. to Eastman Chemical Co. that was allegedly orchestrated by Sterling’s controlling stockholder, Martin…
Third Circuit Rules in In Re Allen
The Third Circuit Court of Appeals decided recently that a debtor does not need to actually possess property recovered under Section 550 for such property to constitute property of the debtor’s estate under Section 541(a)(3). See In re Allen, No. 13-3543 (3d Cir. Sept. 26, 2014). In Allen, the debtor commenced an adversary proceeding in the…
Cigna Health & Life Insurance Company v. Audax Health Solutions, Inc.: Court of Chancery Invalidates Claims Release and Indemnification Provisions in Private Company Merger
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.