Pursuant to Delaware law, all capital stock, by default, is created equal unless the company’s certificate of incorporation provides for certain classes or series of preferred stock that enjoy special contractual rights, powers, and preferences over shares of another class or series of capital stock. While the General Corporation Law of the State of Delaware (the…

In Great Hill Equity Partners IV v. SIG Growth Equity Fund I, a lawsuit arising from a private-company merger, the buyer discovered certain of the seller's privileged communications, including privileged communications concerning the merger negotiation, in computer files that had been delivered to the buyer in the merger.

Within one week, the Second Circuit Court of Appeals issued an opinion on an issue of first impression (at the Circuit level) in chapter 15 cases, and the Delaware Bankruptcy Court issued an oral ruling, disagreeing with the Second Circuit’s opinion.  The issue is whether a debtor must have assets located in the United States to qualify for chapter 15 relief.

In Klaassen v. Allegro Development, the Delaware Court of Chancery indicated that governance provisions included in stockholders' agreements may be enforceable against the parties to those agreements, even if the provisions conflict with the certificate of incorporation or the DGCL.

In Activision Blizzard, Inc. v. Hayes, the Delaware Supreme Court addressed the question of whether the purchase by Activision Blizzard, Inc. of shares of its own stock, as well as net operating loss carryforwards, from Vivendi, S.A. constituted a "merger, business combination or similar transaction" under Activision amended certificate of incorporation.

In Delaware Coalition for Open Government v. Strine, et al., the United States Court of Appeals for the Third Circuit considered whether the District Court for the District of Delaware correctly ruled that confidential arbitration proceedings conducted by members of the Delaware Court of Chancery under 10 Del. C. § 349 must be open to the public under the First Amendment to the Constitution of the United States.

In In re Morton’s Restaurant Group, Inc. Shareholders Litigation, the Court of Chancery granted the director defendants’ motion to dismiss, reasoning that the plaintiffs’ complaint was “devoid of . . . well-pled facts compromising the independence of a supermajority of the board, challenging the adequacy of the board’s market check, or suggesting that any bidder received favoritism,” and also failed to “plead any facts supporting a rational inference of a conflict of interest” on the part of Morton’s largest stockholder or any director.

In Viacom International, Inc. v. Winshall, the Delaware Supreme Court affirmed the Court of Chancery’s decision to uphold an arbitration determination resolving a dispute between Viacom International, Inc. and the stockholders of Harmonix Music Systems, Inc.

In In re BioClinica, Inc. Shareholder Litigation, Vice Chancellor Glasscock of the Delaware Court of Chancery held that plaintiffs’ amended complaint failed to state a claim against the directors of BioClinica, Inc. for breaches of fiduciary duty, and against JLL Partners, Inc., BioCore Holdings, Inc. and BC Acquisition Corp. for aiding and abetting.

In June 2013, the Court of Chancery held in Boilermakers Local 154 Retirement Fund, et al. v. Chevron Corp., et al., and IClub Inv. P’ship v. FedEx Corp., et al., 73 A.3d 934 (Del. Ch. 2013), that a board of directors, if granted authority by the certificate of incorporation to adopt bylaws, has the power under…