In Scaramellino v. Arencibia Holdco, LLC, Delaware’s Chancery Court recently approved a limited liability company’s narrow production in response to a broad books and records inspection demand, despite the petitioner’s...more
In a recent en banc decision, Delaware’s Supreme Court upheld a key tool available to employers to enforce forfeiture-for-competition provisions against former employees. Delaware’s Chancery Court has shown an increasing...more
2/21/2025
/ Contract Terms ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Employees ,
Employment Contract ,
Employment Litigation ,
Enforcement Actions ,
Limited Partnerships ,
Non-Compete Agreements ,
Restrictive Covenants
The Delaware Court of Chancery invalidated a $55.8-billion payout by Tesla, Inc., to its founder and controlling stockholder, Elon Musk. In a 200-page post-trial decision, Chancellor McCormick stated Musk was required to...more
The Delaware Court of Chancery has been increasingly willing of late to strike down non-compete covenants as overbroad, a trend accompanied by a growing unwillingness to “blue pencil” agreements by narrowing terms to what the...more
Delaware’s Supreme Court unanimously rejected challenges by stockholders of two corporations who argued the respective companies invalidly adopted exculpatory charter provisions without giving each class of stock a separate...more
Delaware’s Supreme Court recently clarified the difference between derivative and direct claims in the context of a dispute over whether creditors’ fraudulent transfer claims were covered by insurance policies applicable to...more
1/11/2024
/ Bankruptcy Code ,
Bankruptcy Court ,
Chapter 11 ,
Creditors ,
DE Supreme Court ,
Debtors ,
Delaware ,
Derivatives ,
Fraudulent Transfers ,
Insurance Claims ,
Verizon
Delaware’s Superior Court recently held that commission-agreement parties stated a claim for breach of the implied good faith and fair dealing covenant when they alleged their counter-party acted “to destroy promising...more
Delaware’s Supreme Court held this month that a buyer’s obligation to close a hotel group purchase was excused where the seller adopted what it described as “proportional changes in response to extraordinary...more
Delaware’s Chancery Court recently blocked two former directors from obtaining privileged communications between a corporation and its counsel in the context of the former directors’ pursuit of personal claims against the...more
The COVID-19 pandemic has led to a variety of claims brought by employees, as well as government enforcement actions. Recently-filed cases are taking a new tack; shareholders are bringing derivative suits and securities...more
The Delaware Supreme Court, in reversing a Delaware Court of Chancery decision, upheld a corporate charter provision requiring stockholders bring claims arising under the Securities Act of 1933, as amended (the 1933 Act), in...more
Delaware's Chancery Court rejected a buyer's fraud claims premised on misrepresentations and omissions other than the statements the contract identified as the seller's "sole and exclusive representations" in a recent...more
The Delaware Rapid Arbitration Act (DRAA), 10 Del. C. §§5801-581, which became effective this month, provides a new, speedy, and relatively low-cost arbitration process for commercial disputes through the Delaware Court of...more
The Delaware Senate has passed a bill that would amend the Delaware General Corporation Law (DGCL) to prohibit Delaware stock-based companies from adopting bylaws or articles of incorporation that shift legal fees to the...more