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Superior Court CCLD Holds that Lack of Agency Relationship Between Founders and Seller Prevents Imputation of Fraud to Seller

Pinnacle IV, L.P. v. Cyberlabs AI Holdings Ltd., C.A. No. N23C-04-021 MAA CCLD (Del. Super. July 11, 2024) - Who can be held liable for a fraudulent statement is often a key issue in fraud claims. In this decision from...more

Chancery Finds That Advancement Plaintiff was Employed by a Subsidiary and Entitled to Advancement

Centrella v. Avantor, Inc., C.A. No. 2022-0876-NAC (Del. Ch. July 1, 2024) - It is common for Delaware corporations to provide advancement rights to their officers and directors. In this post-trial decision from the Court...more

Delaware Superior Court Holds That Attorney-Client Privilege Was Retained By Seller Post-Merger

Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024). The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a...more

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more

Chancery Invokes the Implied Covenant to Invalidate Shareholder Rights Plan

Whitestone REIT Operating Partnership L.P. v. Pillarstone Capital REIT, C.A. No. 2022-0607-LWW (Del. Ch. Jan. 25, 2024) - In Delaware, the implied covenant of good faith and fair dealing is inherent in all contracts and...more

Chancery Decision Explains Availability of Reformation as a Targeted Remedy

AECOM, et al. v. SCCI Nat’l Hldgs., Inc., C.A. No. 2022-0727-MTZ (Del. Ch. Sept. 27, 2023) - Although the Court of Chancery frequently resolves contractual disputes, it grants contractual reformation only when...more

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