Monthly Archives: October 2015

Court of Chancery Addresses Question of First Impression

Chancellor Bouchard, today, addressed what His Honor considered to be a question of first impression: “Can a disinterested controlling stockholder ratify a transaction approved by an interested board of directors, so as to shift the standard of review from entire … Continue reading

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Court of Chancery Clarifies 8 Del. C. § 205

On October 22, 2015, Vice Chancellor Parsons clarified application of 8 Del. C. § 205, looking to the intent of the legislature. In In re Genelux Corp., (Del. Ch. 10042-VCP) (Opinion Oct. 22, 2015), V.C. Parsons held that 8 Del. … Continue reading

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Court of Chancery Share Valuation 101 – Merion Capital LP v. BMC Software Inc.

This opinion written by Vice Chancellor Glasscock offers a straightforward yet lengthy explanation of the process by which the Court of Chancery determines “fair” statutory share valuation. As the Vice Chancellor writes: “This case presents what has become a common … Continue reading

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Unambiguous Commercial Auto Policy Provisions Upheld

In a rather tragic case, the Delaware Supreme Court has upheld the Superior Court’s order granting Federated Insurance Company’s motion for summary judgment on the grounds that the provisions in a commercial auto policy excluding the plaintiff’s decedent from receiving … Continue reading

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More on Personal Jurisdiction – Microsoft v. PRP, et al.

Vice Chancellor Parsons released his opinion in Microsoft Corp. v. Patent Revenue Partners, et al, on October 15th, and the topic of personal jurisdiction was once again front and center. The Vice Chancellor writes: To show a basis for personal … Continue reading

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Of Oxen and Militiamen – Delaware Courts’ Seal

Whether you are sitting  anxiously awaiting a jury decision or just happen to have shown up early to a routine motion day, anyone who litigates in Delaware has spent a great deal of time making small talk in the courtroom.  … Continue reading

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Delaware Court Of Chancery Finds Personal Jurisdiction Over Foreign Entities Under “Conspiracy Theory”

In an opinion dated October 9, 2015, Chancellor Bouchard held that the Court of Chancery had personal jurisdiction over three foreign co-defendants under the “Conspiracy Theory” of personal jurisdiction. Chancellor Bouchard wrote: The conspiracy theory of jurisdiction ‘is based on … Continue reading

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Delaware Supreme Court Majority Opinion Refuses to Apply Equitable Subrogation

In a majority opinion, the Delaware Supreme Court recently refused to apply the doctrine of equitable subrogation in a dispute over the proceeds of a mortgage foreclosure sale between a creditor who first recorded its lien against the property and … Continue reading

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Cepec v. Advance Auto Parts, Inc. – Order Refusing to Certify an Interlocutory Appeal (Update: Delaware Supreme Court Accepts Interlocutory Appeal)

On September 24, 2015, Judge Wallace of the Delaware Superior Court denied defendant Genuine Parts Company’s application under Rule 42 of the Supreme Court for an order certifying an appeal from the interlocutory order of the Superior Court in the above … Continue reading

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