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  • AIU Ins. Co. v. Philips Elec. N. Am. Corp.

    Publication Date: 2018-01-24
    Practice Area: Insurance Law | Toxic Torts
    Industry: Insurance | Manufacturing
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Marc S. Casarino, White and Williams LLP, Wilmington, DE; John S. Favate, Hardin Kundla McKeon & Poletto, P.A., Springfield, NJ, attorneys for plaintiffs
    for defendant: David J. Baldwin, Jennifer C. Wasson, and Andrew H. Sauder, Potter Anderson & Corroon LLP, Wilmington, DE; Kenneth H. Frenchman, McKool Smith, P.C., New York, NY; Daniel K. Hogan and Garvan F. McDaniel, Hogan McDaniel, Wilmington, DE; Sander L. Esserman, Steven A. Felsenthal, and David A. Klinger, Stutzman, Bromberg, Esserman & Plifka, Dallas, TX, attorneys for defendants.
    Case Number: D68014

    Plaintiffs not entitled to summary judgment for claim for breach of audit rights, where operative agreement failed to define scope of audit or describe types of information to be disclosed in an audit.

  • Lavin v. West Corp.

    Publication Date: 2018-01-10
    Practice Area: Corporate Governance | Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Peter B. Andrews, Craig J. Springer, David M. Sborz, Randall J. Baron, David T. Wissbroecker, Christopher H. Lyons and W. Scott Holleman for plaintiff
    for defendant: Kevin R. Shannon, Christopher N. Kelly, Daniel M. Rusk, Walter C. Carlson, Nilofer I. Umar and Elizabeth Y. Austin for de-fendant.
    Case Number: D68002

    A stockholder was entitled to request books and records to investigate possible breaches of fiduciary duty by corporate officers and directors where the stockholder presented some evidence of mismanagement or wrongdoing.

  • Sarissa Capital Domestic Fund LP v. Innoviva, Inc.

    Publication Date: 2017-12-27
    Practice Area: Contracts | Corporate Governance
    Industry: Consulting | Health Care
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Stephen E. Jenkins, Richard D. Heins, Peter H. Kyle, Martin L. Seidel and Sameer Advani for plaintiffs
    for defendant: Robert S. Saunders, Sarah Runnells Martin, Alyssa S. O'Connell and Matthew P. Majarian for defendant.
    Case Number: D67989

    Defendants agent had actual or apparent authority to bind defendant to an oral settlement agreement.

  • Capella Holdings, LLC v. Anderson

    Publication Date: 2017-12-20
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: A. Thompson Bayliss and Sarah E. Hickie, Abrams & Bayliss LLP, Wilimington, DE; Jeffrey J. Bushofsky and Nicholas M. Berg, Ropes & Gray LLP, Chicago, IL, attorneys for plaintiff
    for defendant: Adam Hiller, Hiller Law, LLC, Wilmington, DE; C. Mark Pickrell, The Pickrell Law Group, P.C. Nashville, TN, attorneys for defendant.
    Case Number: D67975

    Company entitled to summary judgment on breach claim for former officers disclosure of privileged company information, where there was no anti-dilution provision in former officers agreement for company to violate, such that former officers breach by disclosure was unexcused.

  • Zohar II 2005-1, Ltd. v. FSAR Holdings, Inc.

    Publication Date: 2017-12-20
    Practice Area: Contractual Disputes
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Kenneth J. Nachbar, Megan Ward Cascio, Lauren Neal Bennett, Thomas P. Will, Michael Carlinsky, Jonathan Pickhardt, El-lison Ward Merkel and Blair Adams for plaintiffs
    for defendant: Kevin G. Abrams, J. Peter Shindel, Jr., Daniel R. Ciarrocki, Edward J. Bennett and Ava V. Baker for defendants FSAR Hold-ings, Inc.; Kevin G. Abrams, J. Peter Shindel, Jr., Daniel R. Ciarrocki, Mark A. Kirsch, Robert F. Serio, Susan E. Brune and Erin C. Dougherty for defendant Tilton.
    Case Number: D67981

    Proxies were invalid where they were not coupled with a beneficial interest, and their creation was inconsistent with the un-ambiguous terms of the parties transactional documents.

  • Law Journal Press | Digital Book

    Wrongful Use of Civil Proceedings and Related Torts in Pennsylvania, Second Edition

    Authors: George Bochetto, David P. Heim, John A. O’Connell, Robert S. Tintner

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  • Greenstar IH REP, LLC v. Tutor Perini Corp.

    Publication Date: 2017-11-15
    Practice Area: Contracts | Mergers and Acquisitions
    Industry: Construction
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Kenneth J. Nachbar, Lauren Neal Bennett, Ira Lee Sorkin and Amit Sondhi for plaintiffs
    for defendant: Brian C. Ralston, Aaron R. Sims, Kwesi Atta-Krah, Nomi L. Castle and Matthew J. Luce for defendant.
    Case Number: D67937

    The unambiguous terms of a merger agreement required the payment of earn-out consideration after pre-tax profit reports became binding.

  • Pine River Master Fund Ltd. v. Amur Fin. Co., Inc.

    Publication Date: 2017-10-25
    Practice Area: Banking and Finance Laws | Contractual Disputes | Creditors' and Debtors' Rights
    Industry: Financial Services and Banking
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Counsel: C. Barr Flinn, Emily V. Burton, Lakshmi A. Muthu, Meryem Y. Dede, Michael M. Krauss, Jane E. Maschka and Michael F. Doty for plaintiffs
    for defendant: Garrett B. Moritz, Nicholas D. Mozal, Christopher D. Kercher, Marlo A. Pecora and Thomas A. Bridges for defendants.
    Case Number: D67914

    The provisions of a credit agreement were ambiguous with regard to certain interest payments, so the court denied a motion for partial summary judgment on that issue because extrinsic evidence was necessary. The court granted the lenders motion for partial summary judgment as to unauthorized distributions by the borrower to its affiliate.

  • US HF Cellular Communications, LLC v. Stiegler

    Publication Date: 2017-10-25
    Practice Area: Contracts | Contractual Disputes | Telecommunications
    Industry: Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Counsel: Michael W. McDermott, David B. Anthony, William M. “B.J.” Lyon, Jr. and Patricia Clotfelter for plaintiff
    for defendant: Geoffrey G. Grivner for defendants.
    Case Number: D67916

    The court granted defendants motion for summary judgment because the unambiguous terms of the parties agreement included a waiver within the definition of maritime business. With regard to the exercise of certain options, defendants failed to timely act, so the court granted plaintiffs motion for summary judgment on that issue.

  • du Pont v. Wilmington Trust Co.

    Publication Date: 2017-10-25
    Practice Area: Trusts and Estates
    Industry: Chemicals and Materials | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Matthew P. D'Emilio and Thomas A. Uebler, Cooch and Taylor, P.A., Wilmington, DE, attorneys for petitioner
    for defendant: Robert S. Saunders, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE, attorney for respondent.
    Case Number: D67912

    Petition to remove trustee dismissed where friction caused by trustees exercise of discretion to deny permissive distributions did not constitute trustees unwillingness to serve or threaten its ability to administer the trust.