Chancery Court Holds Modified Fiduciary Duties in Limited Partnership Context Still Require Good Faith Exercise of Discretion by Management

by VeloCap Media | Jan 6, 2012 | Law Updates, LU12

Document: Gerber v. Enterprise Products Holdings, LLC, et al., C.A. No. 5989-VCN (Del. Ch. Jan. 6, 2012) The Delaware Court of Chancery granted defendants’ motion to dismiss fiduciary and tort claims arising from the sale by Enterprise GP Holdings, L.P. (“EPE”) of its...

Plaintiff Trades on Information Received in Litigation Discovery

by VeloCap Media | Jan 6, 2012 | Law Updates, LU12

Document: Steinhardt v. Occam Networks, Inc., C.A. No. 5878-VCL (Del. Ch. Jan. 6, 2012) The Delaware Court of Chancery dismissed plaintiff as a class representative and ordered him to disgorge more than $500,000 in illicit profits gained from trading on insider...

Supreme Court Upholds Application of Spanish Law to a Triple Derivative Action

by VeloCap Media | Dec 28, 2011 | Law Updates, LU11

Sagarra Inversiones, S. L., v. Cementos Portland Valderrivas, S.A., C.A. No. 6179, J. Jacobs (Del. Dec. 28, 2011) The Delaware Supreme Court affirmed a Chancery Court decision holding that plaintiff, a stockholder of Cementos Portland Valderrivas, a Spanish...

Chancery Court Addresses the Meaning of a Contractual Bad Faith Claim

by VeloCap Media | Dec 9, 2011 | Law Updates, LU11

Document: Clean Harbors, Inc. v. Safety-Kleen, Inc., C.A. No. 6117-VCP (Del. Ch. Dec. 9, 2011) The Delaware Court of Chancery declined to dismiss plaintiff’s claim that defendant Safety-Kleen, Inc. (“Safety-Kleen”) breached a contractual obligation to make a good...

Section 220 Action is not a Substitute for Litigation Discovery

by VeloCap Media | Nov 30, 2011 | Law Updates, LU11

Document: Central Laborers Pension Fund v. News Corp., C.A. No. 6287-VCN (Del. Ch. Nov. 30, 2011) The Delaware Court of Chancery dismissed an action to inspect the books and records of defendant News Corporation (“News”), under Section 220 of the Delaware General...

Advice of Counsel is not Outcome Determinative in Establishing Fair Dealing

by VeloCap Media | Nov 28, 2011 | Law Updates, LU11

Document: Encite, LLC v. Soni, C.A. No. 2476-VCG (Del. Ch. Nov. 28, 2011) The Delaware Court of Chancery denied defendant directors’ motion for summary judgment on the issue whether they conducted an entirely fair auction process for the sale of a now-defunct...