Sarah Ennis on Delaware

Delaware Supreme Court Examines Contractual Ambiguity of Waiver Clauses

Terrell v. Kiromic Biopharma, Inc., No. 131, 2024 (Del. Jan. 21, 2025) - In a decision addressing the interpretation of waiver clauses within stock option agreements, the Delaware Supreme Court reversed the Court of...more

6/11/2025 / Ambiguous , Appeals , Contract Disputes , Contract Interpretation , Delaware , Shareholder Litigation , Statutory Interpretation , Stock Options , Waivers

Delaware Court of Chancery Refuses After Trial to Impose Liability on Parent of Wholly Owned Subsidiary

NuVasive, Inc. v. Miles, C.A. No. 2017-0720-SG (Del. Ch. Jan. 31, 2025) - In an earlier decision, the Court denied defendant Alphatec Holdings, Inc.’s (“Holdings”) motion to dismiss, finding that issues of fact remained...more

6/10/2025 / Business Litigation , Business Ownership , Corporate Entities , Delaware , Fiduciary Duty , Motion to Dismiss , Parent Corporation , Piercing the Corporate Veil , Shareholder Litigation , Subsidiaries

Delaware Supreme Court Clarifies Enforcement of Forfeiture-for-Competition Provisions

LKQ Corp. v. Rutledge, C.A. No. 110, 2024 (Del. Dec. 18, 2024) - In this en banc decision, the Delaware Supreme Court answered a certified question from the United States Court of Appeals for the Seventh Circuit...more

5/22/2025 / Appeals , Business Entities , Contract Terms , Delaware , Employee Benefits , Employee Rights , Employment Litigation , Forfeiture , Non-Compete Agreements , Restrictive Covenants

Chancery Holds that the Majority-of-the-Votes-Cast Voting Standard Applies to Charter Amendment to Increase the Number of...

Salama v. Simon, C.A. No. 2024-1124-JTL (Del. Ch. Nov. 27, 2024) - After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock...more

5/22/2025 / Business Litigation , Charter Amendments , Corporate Governance , Delaware , Delaware General Corporation Law , Proxy Statements , Shareholder Litigation , Shareholders , Voting Rights

Court of Chancery Holds Supermajority Vote Not Required for Nevada Reincorporation

Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) - The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote...more

4/25/2025 / Appeals , Board of Directors , Business Entities , Corporate Conversions , Corporate Governance , Delaware , Delaware General Corporation Law , Mergers , Shareholder Litigation , Shareholders

Court of Chancery Applies the American Rule and Denies Attorneys’ Fees Despite Fiduciary Breach

In re Straight Path Commc’ns Inc. Consol. S’holder Litig., C.A. No. 2017-0486-SG (Del. Ch. Oct. 29, 2024) - The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the...more

4/25/2025 / Breach of Duty , Business Litigation , Controlling Stockholders , Corporate Governance , Damages , Delaware , Fiduciary Duty , Mergers , Shareholder Litigation

Delaware Supreme Court Affirms Chancery Decision in Section 225 Control Dispute

Ravindran v. Glas Trust Co. LLC, No. 463, 2023 (Del. Sept. 23, 2024) - In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware...more

3/21/2025 / Appeals , Board of Directors , Business Entities , Corporate Governance , Credit Agreements , Delaware , Fiduciary Duty , Forum Selection

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

2/26/2025 / Breach of Contract , Business Litigation , Contract Disputes , Contract Terms , Corporate Governance , Delaware , Dispute Resolution , Limited Liability Company (LLC) , Shareholders , Summary Judgment

Sarah Ennis

Morris James LLP

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