Ch., July 18, 2008), read opinion here, the Chancery Court addressed the issue of collateral estoppel and found that certain claims were barred due to prior litigation in which the plaintiffs had the opportunity to raise the same claims that are now being pursued in this current matter. Continue Reading Courtesy of Professor Bainbridge is a link to an article by Professor Bob Thompson on the seminal Delaware Supreme Court decision in Sinclair Oil v. Continue Reading Although I do not publish as many articles as I once did, due to the time it takes for my writing on this blog (which I suppose is also publishing), I don’t think I listed here on this blog the few most recent ones, so below is a list of a few of the articles I published …
Continue Reading Courtesy of associate Carl Neff is a summary of a decision from the U. Bankruptcy Court for the District of Delaware in a case styled: In re Troll Communications, LLC , 385 B. The court held that the failure of one of the arbitrators to disclose a prior affiliation with one of the parties was … Supr., July 21, 2008), read opinion here, the Delaware Supreme Court upheld the trial court’s imposition of the penalty of dismissal of a complaint against a plaintiff that failed repeatedly to comply with orders compelling discovery of data that was key to the claims and defenses in the case.
Ch., July 29, 2008), read opinion here, the Delaware Chancery Court rendered a decision that is "must reading" for anyone who needs to know the latest developments in Delaware corporate law involving mergers and acquisitions. Continue Reading Though the attention by the press to the Yahoo takeover dance has waned, in light of Carl Icahn’s deal to get on the board, and Microsoft playing coy, the three relatively recent Chancery Court decisions are compiled all in one place below.
One reason why this case will attract a great amount of attention in … The purpose of a motion to dismiss is not to resolve disputed facts or decide the merits of a case. Count IV alleges breach of fiduciary duty by defendant Tommy Mc Aden, a member of the TOUSA, Inc. On the issues presented in these motions, there is no apparent substantial conflict between Delaware law and the laws of the other states of incorporation. exercise jurisdiction over this matter pursuant to 28 U. I further find that venue is proper under § 1409(a). Count III alleges breaches of fiduciary duty by directors, officers, and managers of the conveying subsidiaries. This single order addresses seven motions to dismiss by twenty defendants. Tex.2009) (simultaneously holding that fraudulent transfer occurred and finding defendants liable for aiding and abetting breaches of fiduciary duty in connection with the transfer because "[t]his [fraudulent] conduct is precisely what the law governing fiduciary duties is meant to deter"). A., a construction company based in Athens, Greece which owned approximately 67% of TOUSA, Inc.'s stock at the time of the July 2007 transaction. The Court also addresses the first-filed rule under the Mc Wane … Continue Reading In Marie Raymond Revocable Trust and Richard and Sharon Brower v. Ch., June 26, 2008), read opinion here, the Chancery Court granted a motion for expedited proceedings in a class action seeking a preliminary injunction in connection with disclosure claims. Levien, from 1971, that addressed key issues of fiduciary duty and judicial review standards. When a Florida corporation experiences sustained financial distress, the options considered by its leadership are numerous and can include seeking bankruptcy protection and winding up affairs pursuant to a state-court assignment for the benefit of creditors.As the options are weighed, directors and officers of insolvent or potentially insolvent corporations should bear in mind their responsibilities to a growing constituency that includes both shareholders and the corporation’s creditors.The fiduciary duty of care requires that directors and officers use the amount of care that ordinarily careful and prudent men would use in similar circumstances, and consider all material information reasonably available in making business decisions.The duty of loyalty to the corporation obligates directors and officers to devote themselves to the affairs of the corporation with a view toward promoting the interests of the corporation.