Do You Really Want to Indemnify Former Directors and Officers?

by The Delaware Counsel Group, LLC | Feb 29, 2016 | Law Updates, LU16

Marino v. Patriot Rail Company LLC, C.A. No. 11605 (Del. Ch. Feb. 29, 2016) The Court of Chancery addressed a company’s attempt to avoid advancing expenses to a former director based on language found in the company’s Certificate of Incorporation. The company...

Broadening the Jurisdictional Basis Over Delaware Officers and Directors: Delaware Supreme Court Overrules Thirty-Year-Old Precedent

by The Delaware Counsel Group, LLC | Feb 26, 2016 | Law Updates, LU16

Hazout v. Ting, No. 353, 2015 (February 26, 2016)The Delaware Supreme Court determined that the statutory basis for finding jurisdiction over Delaware directors and officers was more expansive than it has been interpreted to be by Delaware courts for over thirty...

​How To Foreclose Claims of Fraud Based on Statements Made Outside the Four Corners of a Contract

by The Delaware Counsel Group, LLC | Feb 23, 2016 | Law Updates, LU16

FdG Logistics LLC v. A&R Logistics Holdings, Inc. C.A. No. 9706-CB (February 23, 2016) The Court of Chancery denied the Sellers’ motion to dismiss the Buyer’s claim of fraud based on statements made outside the terms of a merger agreement. The Court also granted...

Clearly Drafted Exclusive Forum Provisions That Choose the Courts of a Non-Delaware Jurisdiction Will Be Upheld Even if They Encompass Disputes Concerning the Internal Affairs of a Delaware Corporation

by The Delaware Counsel Group, LLC | Feb 8, 2016 | Law Updates, LU16

Bonanno v. VTB Holdings, Inc. C.A. No. 10681-VCN (February 8, 2016)The Court of Chancery performed an extensive analysis of the application and scope of a forum selection provision found in a Stock Purchase Agreement (“SPA”) governed by New York law.The forum...

​The Scope of DGCL Section 205 is Very Broad

by The Delaware Counsel Group, LLC | Jan 29, 2016 | Law Updates, LU16

Knoll Capital Management L.P. v. Advaxis, Inc. C.A. No. 11417-VCN (January 29, 2016)The Court of Chancery examined the broad scope of recently amended Sections 204 and 205 of the Delaware General Corporation Law.  In Knoll Capital, the plaintiff company (“KCM”)...

​​Win the Contractual Fee-Shifting Battle Even If You Lose The War

by The Delaware Counsel Group, LLC | Jan 29, 2016 | Law Updates, LU16

Avaya, Inc. v. Charter Communications Holding Company, LLC, C.A. No. 10568-VCN (January 29, 2016) The Court of Chancery interpreted a fee-shifting provision found in a Master Purchase/Service Agreement (the “MPSA”).  The provision provided: “In the event that either...