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Articles by Anne Steadman
Delaware Court Of Chancery Shifts Fees In Books And Records Action
Delaware courts encourage stockholders to use the "tools at hand" by obtaining a corporation's books and records before initiating lawsuits. Stockholder plaintiffs, in turn, have utilized this tool with increased frequency. In the past few years, Delaware courts have even placed limits on defenses companies may assert in a books and records action. In a July 7, 2023 letter opinion in Lawrence B. Seidman v.
Delaware Court of Chancery Shifts Fees in Books and Records Action | JD Supra
Delaware courts encourage stockholders to use the “tools at hand” by obtaining a corporation’s books and records before initiating lawsuits. Stockholder plaintiffs, in turn, have utilized this tool with increased frequency. In the past few years, Delaware courts have even placed limits on defenses companies may assert in a books and records action. In a July 7, 2023 letter opinion in Lawrence B. Seidman v.
Delaware Court of Chancery Shifts Fees in Books and Records Action
Delaware courts encourage stockholders to use the “tools at hand” by obtaining a corporation’s books and records before initiating lawsuits. Stockholder plaintiffs, in turn, have utilized this tool with increased frequency. In the past few years, Delaware courts have even placed limits on defenses companies may assert in a books and records action. In a July 7, 2023 letter opinion in Lawrence B. Seidman v.
Delaware Court of Chancery underscores fiduciary obligations of derivative plaintiffs | JD Supra
In a June 1, 2023 decision in OptimisCorp v. Atkins, C.A. No. 2020-0183-MTZ, the Delaware Court of Chancery held that defendant stockholders breached their fiduciary duties to the company where the stockholders failed to promptly release proceeds of their prior derivative lawsuit to the company. The Court explained that “[a] derivative claim is a company asset.” Corporate directors owe their fiduciary duties to stockholders because directors control company assets, which the stockholders own.
Delaware Court of Chancery denies dismissal based on covenant not to sue | JD Supra
In a new (May 2, 2023) decision in New Enterprise Associates 14 LP v. Rich [Fugue], C.A. No. 2022-0406-JTL, the Delaware Court of Chancery addressed a motion to dismiss claims for breach of fiduciary duty based on a covenant not to sue. While the Court concluded that such covenants are not generally, or facially, invalid, the Court found that the scope of the covenant in this case excluded what would be permissible under Delaware law (i.e., intentional harms cannot be exculpated).
Personal jurisdiction proper over de facto managers of Delaware “shell” LLC | JD Supra
In Next Level Ventures, LLC v. AVID USA Technologies, LLC, C.A. 2022-0699-MTZ (Del. Ch. Mar. 16, 2023), Vice Chancellor Zurn found personal jurisdiction over de facto managers of a Delaware LLC for the purposes of binding them to a preliminary injunction, despite arguments by the defendants that the entity was a mere shell for a joint venture that never really took off.
Personal jurisdiction proper over de facto managers of Delaware “shell” LLC
In Next Level Ventures, LLC v. AVID USA Technologies, LLC, C.A. 2022-0699-MTZ (Del. Ch. Mar. 16, 2023), Vice Chancellor Zurn found personal jurisdiction over de facto managers of a Delaware LLC for the purposes of binding them to a preliminary injunction, despite arguments by the defendants that the entity was a mere shell for a joint venture that never really took off.
Delaware Court of Chancery reaffirms “high bar” to plead judicial dissolution claim | Perspectives | JD Supra
Analysis The respondents moved to dismiss pursuant to Court of Chancery Rules 12(b)(1), 12(b)(2), and 12(b)(6). First, under Rule 12(b)(1), the respondents argued that the petition should be dismissed in its entirety because the Court of Chancery lacks subject matter jurisdiction. Second, under Rule 12(b)(2), the respondents argued that the Court lacked personal jurisdiction over Klein.
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