LU13 Archives - Page 2 of 5 - The Delaware Counsel Group, LLC ("DCG")

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...

Shareholders’ derivative claims will survive a merger that extinguishes their ownership only if the merger’s sole purpose was to extinguish the derivative claims

by VeloCap Media | Sep 10, 2013 | Law Updates, LU13

Document: Arkansas Teacher Retirement System v. Countrywide Financial Corp. No. 14, 2013 (Del. September 10, 2013) The U.S. 9th Circuit Court of Appeals certified a question to the Delaware Supreme Court on the whether the fraud exception to Delaware’s...

If more than one provision in an operating agreement addresses an issue, which provision controls, and/or how the provisions work together must be clearly stated

by VeloCap Media | Sep 5, 2013 | Law Updates, LU13

Document: Edmond Costantini, et al. v. Swiss Farm Stores Acquisition LLC, C. A. No. 8613–VCG (Del. Ch. September 5, 2013) In this case, plaintiffs sought indemnification after Swiss Farm sued them for breach of fiduciary duty and lost the case based on laches. While...

In determining whether a case should be dismissed based on the equitable doctrine of laches, Delaware courts will not use the statute of limitations to define unreasonable delay if unusual conditions or extraordinary circumstances are present

by VeloCap Media | Aug 27, 2013 | Law Updates, LU13

Document: Levey v. Brownstone Asset Management LP, No. 551, 2012 (Del. August 27, 2013) The Delaware Supreme Court reversed the Court of Chancery, finding that, in the interest of justice, the doctrine of laches by analogy to the statute of limitations should not be...

An unfair process will not cause a deal to fall short of the entire fairness standard as long as the price is adequate

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

Document: In re Trados Incorporated Shareholder Litigation Consol. C.A. No. 1512–VCL (Del. Ch. August 16, 2013) Vice Chancellor Travis J. Laster found the 2005 sale of Trados Inc. entirely fair even though the directors’ failed to follow a fair process and the common...

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