In recent months, Delaware courts have addressed a number of issues important to Delaware corporations and their advisors.

In two opinions issued the same day, the Delaware Court of Chancery addressed standing requirements under Delaware's appraisal statute, Section 262 of the General Corporation Law of the State of Delaware.

In In re Comverge, Inc. Shareholders Litigation, the Delaware Court of Chancery granted in part the defendants' motion to dismiss a post-closing stockholder challenge to the acquisition of Comverge, Inc. by H.I.G. Capital, L.L.C., which acquisition the Court had previously declined to enjoin.

In Quadrant Structured Products Company, Ltd. v. Vertin, the Delaware Court of Chancery held that the contemporaneous ownership requirement of Section 327 of the General Corporation Law of the State of Delaware does not apply to corporate creditors for purposes of determining whether a creditor has standing to bring derivative claims against the board of directors of an insolvent corporation. 

In Cooper Tire & Rubber Company v. Apollo (Mauritius) Holdings Pvt. Ltd, the Delaware Court of Chancery found that Cooper Tire & Rubber Company had not satisfied all of the conditions to closing its merger with Apollo (Mauritius) Holdings Pvt. Ltd as of the trial date, and thus was likely barred from seeking a $112 million reverse termination fee under the merger agreement.

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.

In four opinions issued within three months of one another, four different members of the Delaware Court of Chancery have considered, at the motion to dismiss procedural stage, whether allegations in a complaint were sufficient to establish that a minority stockholder constituted a controlling stockholder under Delaware law.

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…