• Delaware Business Court Insider

    Court of Chancery Dismisses Derivative Action for Failure to Plead Demand Futility

    November 22, 2017

    A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty may have injured the company.

  • Delaware Business Court Insider

    Bridging the GAAP: Contractual Interpretation Issues in 'Chicago Bridge & Iron'

    November 22, 2017

    On June 28, 2017, the Delaware Supreme Court reversed the Court of Chancery's prior ruling in Chicago Bridge & Iron v. Westinghouse Electric, 2016 WL 7048031 (Del. Ch. Dec. 5, 2016), rev'd, 2017 WL 2774563 (Del. June 28), holding that an independent auditor appointed to resolve purchase price adjustment disputes relating to a sale transaction was not empowered to decide challenges to the seller's compliance with GAAP in connection with a post-closing true up of net working capital.

  • Delaware Business Court Insider

    Custodian Says Shawe to Purchase Rival's TransPerfect Stake

    November 21, 2017

    The custodian appointed to oversee the court-ordered sale of TransPerfect Global Inc. has told employees that Philip R. Shawe had reached an agreement to buy out the shares of rival Elizabeth Elting, an unexpected move that could resolve years of heated litigation over control of the profitable translation-services company.

  • Delaware Business Court Insider

    Glasscock Stays Decision on Shareholder Suit, Awaiting Federal Regulatory Action

    November 20, 2017

    A Delaware vice chancellor on Monday delayed making his ruling on a shareholder suit accusing Straight Path Communications Inc. of allowing its controller to funnel "hundreds of millions" of dollars' worth of assets away from the company as a part of its planned $3.1 billion sale to Verizon.

  • Delaware Business Court Insider

    Defendants Accelerate Efforts to Boot Infringement Suits Out of Delaware

    November 20, 2017

    A review of Delaware's federal docket has shown that defendants in patent infringement cases are increasingly citing Delaware's judicial vacancies in support of motions to transfer the cases out of the district after a visiting judge first raised the issue two months ago.

  • Delaware Business Court Insider

    Glasscock Orders Citigroup Directors' Communications Be Made Public

    November 16, 2017

    The Delaware Court of Chancery has ordered the directors of Citigroup Inc. to make public high-level communications regarding the company's internal controls in a derivative suit brought by a group of investors in the investment banking firm.

  • Delaware Business Court Insider

    Delaware Courts Uphold Strict Limitations on Liability For Oversight Claims

    November 15, 2017

    It is an all-too familiar accusation to many directors: If only you had done something more, the corporation could have avoided an injury or loss. Since the mid-1990s, Delaware courts have repeatedly recognized that attempting to pin personal liability on directors for their alleged inaction is “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment,” as in In re Caremark International Derivative Litigation, 698 A.2d 959, 967 (Del. Ch. 1996).

  • Delaware Business Court Insider

    Court Won't Weigh Bid to Claw Back Fees While Third Circuit Mulls Venue for Appeal

    November 15, 2017

    A federal judge in Delaware on Tuesday delayed making any decision on a sanctions motion alleging Samsung had filed a "duplicative" suit, saying it would be "inappropriate and inefficient" to rule on the issue until a federal appeals court could review the case.

  • Delaware Business Court Insider

    Suit Blames Booz Allen Directors for Federal Probe of Accounting Practices

    November 14, 2017

    A Booz Allen Hamilton shareholder on Monday filed derivative litigation against members of the government contractor's board, after the company announced in June that the U.S. Department of Justice had begun probing its accounting and cost-charging practices.

  • Delaware Business Court Insider

    Be Careful What You Ask For in a Section 225 Case

    November 14, 2017

    Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation.

  • Delaware Business Court Insider

    Laster: Law Firm, Not Client, Drove Demand to Open Books and Records

    November 13, 2017

    The Delaware Court of Chancery on Monday dismissed a books-and-records suit against plastics supplier A. Schulman Inc., finding that the plaintiff's Levi & Korsinsky attorneys—and not their client—were the force behind the suit.