Even weak evidence may subject a foreign entity to jurisdiction of the Delaware Courts under the long-arm stature at the motion to dismiss stage

by The Delaware Counsel Group, LLC | Nov 20, 2014 | Law Updates, LU14

Reid v. Siniscalchi, C.A. No. 2874-VCN (November 20, 2014)The Court denied a motion to dismiss a suit against an Italian company and two Italian citizens. The dispute involved a Delaware limited liability company formed to take commercial advantage of Russian...

Oral Resignation of Corporate Director are Valid

by The Delaware Counsel Group, LLC | Jun 12, 2014 | Law Updates, LU14

Biolase, Inc. v. Oracle Partners, L.P., No. 270, 2014 (June 12, 2014) The Delaware Supreme Court affirmed a Court of Chancery decision that held a corporate director’s oral resignation to be valid under 8 Del. C. § 141(b).  8 Del. C. § 141(b) provides that “[a]ny...

A Company May Not Restrict the Ability of a Shareholder to Trade Stock as a Condition to Inspect Corporation’s Books and Records

by The Delaware Counsel Group, LLC | May 30, 2014 | Law Updates, LU14

Ravenswood Investment Company, L.P. v. Winmill & Co. Incorporated, C.A. No. 7048-VCN (May 30, 2014) This case revolved around a Delaware corporation’s denial of a shareholder request to provide the shareholder with the company’s updated non-public financial...

Actions of “De Facto” Directors Valid

by The Delaware Counsel Group, LLC | May 28, 2014 | Law Updates, LU14

Bishop Macram Max Gassis v. Corkery, C.A. 8868-VCG (May 28, 2014) In this opinion, the Court of Chancery addressed the power of “de facto” directors to remove a properly elected director of a non-profit Delaware corporation.  After being removed as a director in...

Delaware Supreme Court Upholds Use of Intra-Corporate Fee-Shifting Bylaw Provision

by The Delaware Counsel Group, LLC | May 8, 2014 | Law Updates, LU14

ATP Tour, Inc. v. Deutscher Tennis Bund, Del. Supr., No. 534, 2013 (May 8, 2014) In this case, the Delaware Supreme Court provided answers to four certified questions of law from the U.S. District Court for the District of Delaware regarding the validity of an...

Court of Chancery Finds Two-Tiered Poison Pill Valid

by The Delaware Counsel Group, LLC | May 2, 2014 | Law Updates, LU14

Third Point LLC v. Ruprecht, C.A. No. 9469-VCP (Del. Ch. May 02, 2014) In Third Point LLC v. Ruprecht, the Delaware Court of Chancery refused to preliminary enjoin Sotheby’s annual meeting based on shareholder claims that Sotheby’s Board had breached its fiduciary...