The dissolution scheme under the Delaware General Corporation Law (the “DGCL”) does not time-bar claims by third parties against the dissolved corporation after a 10-year period, despite provisions stating that the corporation must set aside assets for claims likely to arise within 10 years

by VeloCap Media | Nov 26, 2013 | Law Updates, LU13

Document: Anderson v. Krafft-Murphy Co. Inc., No. 85, 2013 (Del. November 26, 2013) Tort claimants sought the appointment of a receiver for a dissolved Delaware corporation. The Court of Chancery did not appoint the receiver and the Delaware Supreme Court reversed and...

If an agreement purports to curtail the rights that a party would ordinarily have, it is important that precise and detailed language be used

by VeloCap Media | Nov 7, 2013 | Law Updates, LU13

Document: Quadrant Structured Products Co., Ltd., v. Vertin No. 338, 2012 (Del., Nov. 7, 2013) A suit was filed by a company holding long-term notes in an allegedly insolvent Delaware corporation.  The controlling company argued that the suit should be dismissed...

If a provision of a company’s operating agreement addresses a specific type of transaction, any dispute over the transaction is purely a matter of contract

by VeloCap Media | Oct 31, 2013 | Law Updates, LU13

Document: AM General Holdings, LLC v. The Renco Group, Inc., C.A. No. 7639-VCN, 2013 Del. Ch. Lexis 266 (Del Ch. Oct. 31, 2013) The Delaware Court of Chancery denied AM General’s motion for summary judgment regarding one of the counts in an action that accused...

Board actions will not be viewed by the Delaware Courts in isolation if shareholders plead sufficient facts that they are interrelated

by VeloCap Media | Oct 28, 2013 | Law Updates, LU13

Document: TVI Corporation v. Bernard Gallagher, C.A. No. 7798-VCP (Del Ch. October 28, 2013) The Court held that shareholders’ claims were not subject to dismissal for failure to make a demand on the board because they had sufficiently pleaded facts that a majority of...

If a corporation wants to curtail the power of directors to fill board vacancies, it cannot rely on 8 Del C. § 223(c), but must state the limitation in its certificate or bylaws

by VeloCap Media | Sep 19, 2013 | Law Updates, LU13

Document: Canmore Consultants Ltd. v. L.O.M. Medical International, Inc. C.A. No. 8645-VCG (Del. Ch. September 19, 2013) In the first case before the Court of Chancery turning on application of 8 Del. C. § 223(c), Vice Chancellor Sam Glasscock, III, rejected the...

Drafting errors can be compounded by using an earlier agreement as a model in similar deals

by VeloCap Media | Sep 16, 2013 | Law Updates, LU13

Document: ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member, LLC C.A. No. 5843–VCL (Del Ch. September 16, 2013) After plaintiffs prevailed in litigation arising from drafting errors, they sought to have attorneys’ fees shifted. The errors involved...