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How to Contractually Bar Fraud Claims

by The Delaware Counsel Group | Nov 30, 2016 | Law Updates, LU16

IAC Search, LLC v. Conversant LLC The Delaware Court of Chancery addressed a claim of fraud in connection with the purchase of six subsidiary companies of ValueClick, Inc. made pursuant to a Purchase Agreement. The plaintiff-buyer alleged that ValueClick, Inc....

SPECIAL UPDATE: Costly Deal Consequences Can Be Avoided

by The Delaware Counsel Group | Nov 30, 2016 | Law Updates, LU16

If your deal documents do not properly establish which document trumps another, the unintended results may be very costly. In this connection, please see a new Delaware Supreme Court opinion by clicking here. It is a reminder to take extra care with your subscription...

Court of Chancery Flexes Its Equitable Muscles

by The Delaware Counsel Group | Nov 15, 2016 | Law Updates, LU16

Abelmann v. Granum, et al. The Delaware Court of Chancery addressed a petition for judicial dissolution of a Delaware limited liability company (the “Company”). The court began its analysis by noting that judicial dissolution of an LLC is granted sparingly and is only...

If You Want an Agreement to Directly Modify an LLC Agreement, Say So!

by The Delaware Counsel Group | Nov 14, 2016 | Law Updates, LU16

Finger Lakes Capital Partners, LLC v. Honeoye Lake Acquisition, LLC, et al. The Delaware Supreme Court was asked to review a Court of Chancery decision that determined the profits of a successful investment entity would be distributed in accordance with the dictates...

Kahn Deal Protections All But Foreclose a Successful Claim of Breach of Fiduciary Duty

by The Delaware Counsel Group | Oct 10, 2016 | Law Updates, LU16

In Re Books-A-Million, Inc. Stockholders Litigation, C.A. No. 11343-VCL (Del. Ch. Oct. 10, 2016) The Court of Chancery addressed a claim for breach of fiduciary duty in connection with a going-private transaction that utilized the deal protections set forth by the...

Shareholders have a Statutory Right to Remove Directors Without Cause

by The Delaware Counsel Group | Oct 7, 2016 | Law Updates, LU16

Jay Fretcher v. Cryo-Cell International, Inc., C.A. No. 11915-VCG (Del. Ch. Oct. 07, 2016) The plaintiff-stockholder sued the defendant-corporation seeking a declaration that a provision in a corporation’s bylaws was illegal.  The provision at issue provided that...
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