Prohibiting Dissolution Requires More Than a Standard Representation

by The Delaware Counsel Group | Sep 29, 2016 | Law Updates, LU16

The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sep. 29, 2016) The Delaware Court of Chancery was asked to determine whether directors of a Delaware corporation (the “Corporation”) could be found to have individually breached a Shareholders...

Delaware Statutory Trust Act Trumped by Contract: Transactional Practitioners Must Consult Delaware LLC and LP Law when Drafting A Trust Agreement

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

Grand Acquisition, LLC v. Passco Indian Springs DST, C.A. No. 12003-VCMR (Del. Ch. August 26, 2016) (Revised: September 7, 2016) The Delaware Court of Chancery was asked to determine whether the beneficial owner (the “LLC”) of a statutory trust (the “Trust”) had the...

Informed and Uncoerced Shareholder Approval of a Merger Requires Application of the Business Judgment Rule to Post-Closing Monetary Damages Suits Not Involving a Conflicted Controller

by The Delaware Counsel Group | Aug 24, 2016 | Law Updates, LU16

City of Miami General Employees’ and Sanitation Employees’ Retirement Trust v. Comstock, C.A. No. 9980-CB (Del. Ch. August 24, 2016) The Court of Chancery applied the business judgment rule to dismiss the plaintiff’s post-closing monetary damages claims in connection...

But My Name is on the List! Keeping an Accurate Stock Ledger is Important

by The Delaware Counsel Group | Aug 5, 2016 | Law Updates, LU16

James Pogue v. Hybrid Energy, Inc., C.A. No. 11563-VCG (Del. Ch. August 5, 2016) The Court of Chancery addressed an alleged shareholder’s claim to inspect the books and records of the defendant entity, Hybrid Energy, Inc. (“Hybrid”). The plaintiff claimed that Hybrid...

What’s in a Name? Officer Titles Matter in Corporations

by The Delaware Counsel Group | Jul 13, 2016 | Law Updates, LU16

Aleynikov v. The Goldman Sachs Group, Inc., C.A. No. 10636-VCL (Del. Ch. July 13, 2016) POST-TRIAL ORDER AND FINAL JUDGEMENT The Court of Chancery analyzed a claim for advancement made by a former computer programmer (“Aleynikov”) of Goldman, Sachs &...

The Good Faith Decision that a Closing Opinion Cannot be Delivered will Not be Met with Liability

by The Delaware Counsel Group | Jun 24, 2016 | Law Updates, LU16

The Williams Companies, Inc. v. Energy Transfer Equity, L.P., C.A. No. 12337-VCG & C.A. No. 12168-VCG (Del. Ch. June 24, 2016) The Court of Chancery addressed the terms of a Merger Agreement executed in September 2015. Pursuant to the Merger Agreement, Energy...