by The Delaware Counsel Group | Sep 20, 2017 | Law Updates, LU17
In Re Cyan, Inc. Stockholders Litigation provides an excellent example of the power of the Corwin Presumption when a shareholder vote is fully informed and uncoerced. There, the Court of Chancery dismissed a claim that board members of a Delaware corporation breached...
by The Delaware Counsel Group | Sep 20, 2017 | Law Updates, LU17
In Sciabacucchi v. Liberty Broadband et al., the Delaware Court of Chancery refused to apply the business judgment standard of review to an equity issuance completed in connection with two acquisitions (the “Acquisitions”) made by a Delaware corporation (“Charter...
by The Delaware Counsel Group | May 4, 2017 | Law Updates, LU17
The question of whether or not a claim for advancement was subject to arbitration was a question for the arbiter, according to the Court of Chancery. In Glazer, et al. v. Alliance Beverage Distributing Co. LLC, a limited liability company agreement (“LLC Agreement”)...
by The Delaware Counsel Group | May 4, 2017 | Law Updates, LU17
In Brinckerhoff v. Enbridge Energy Company, Inc., et al., long-term investors of a publicly-traded Delaware limited partnership (the “MLP”) claimed that the General Partner (the “GP”) breached its contractual duty of good faith when the GP agreed to what investors...
by The Delaware Counsel Group | May 4, 2017 | Law Updates, LU17
In In Re Saba Software, Inc. Stockholder Litigation, the defendants argued that a conflicted merger had been cleansed by a fully informed, uncoerced vote of disinterested shareholders. The Court rejected the defendants’ argument and concluded that the shareholder vote...
by The Delaware Counsel Group | Mar 13, 2017 | Law Updates, LU17
Merinoff v. Empire Merchants, LLC The Delaware Court of Chancery examined a claim by two former managers of a Delaware LLC for the advancement of their legal expenses. The LLC’s operating agreement contained a mandatory forum-selection clause that provided: [T]he...
