Our Delaware Corporate, LLC and Partnership Law attorneys closely follow the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2021 Year in Review is a collection of brief summaries of selected cases concerning Delaware Corporate, LLC and Partnership Law. Our summaries are intended to provide information that may be helpful in strategic and business decisions concerning litigation and commercial arrangements.
Court of Chancery Rejects Internal Affairs Doctrine in Employment-Related Lawsuit – Focus Financial Partners, LLC v. Holsopple
Delaware Court of Chancery Rejects Proposition That Accounting Principles Must Be Consistently Applied during True-up Process in the Absence of Express Language Requiring Consistency – Golden Rule Fin. Corp. v. S’holder Rep. Servs., LLC
Court of Chancery Confirms No Breach of Fiduciary Duty in Connection with “Contrived” but Genuine Deadlock – Sanjiv Mehra, et al. v. Jonathan Teller, et al.
Delaware Supreme Court Rules on Contractual Limitation on Liability Provision – Express Scripts, Inc. v. Bracket Holdings Corp.
Delaware Supreme Court Rules That Otherwise Entirely Fair Transaction Does Not Pass Muster When Taken for Inequitable Purpose – Marion Coster v. UIP Companies, Inc.
Approval of Conflicted Transaction by a Majority of LLC Members Does Not Disclaim Fiduciary Duties – Largo Legacy Grp., LLC
Delaware Court of Chancery Endorses Reverse Veil-Piercing – Manichaean Capital, LLC v. Exela Technologies Inc., et al.
Disclaimed Traditional Fiduciary Duties in LLC Agreement Re-imposed on Manager by Contradictory Language in LLC Agreement – Cadira Grp. Holdings, LLC Litig.
Delaware Supreme Court Overrules Prior Precedent Regarding Stockholder Dilution Claims – Brookfield Asset Management Inc. v. Rosson
Business Judgment Rule Applies Where Stockholder Failed to Plead Merger Was Interested Transaction – Flannery v. Genomic Health, Inc.
Delaware Court of Chancery Finds Non-Signatory Subsidiary Bound by Forum Selection Provision Contained in Contract with Its Parent – Florida Chemical Company, LLC v. Flotek Industries, Inc.
Delaware Court of Chancery Finds Lack of Subject Matter Jurisdiction Because of Company’s Conversion to a Foreign Entity– In re Coinmint, LLC
Zuckerberg Ruling Combines Long-standing Rales and Aronson Tests for Demand Futility into a Single “Universal” Test – United Food and Commercial Workers v. Zuckerberg et al.
Ordinary Course Covenants May Permit Buyers to Terminate Sale Contracts Even For Disaster-Related Operational Changes – AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC
If you have any questions about these topics, please contact a member of the Delaware Corporate, LLC and Partnership Law Group or your lawyer at McCarter & English, LLP