Author Archives: delawarelitigator

Court of Chancery Defers to Deal Price in Panera Bread Appraisal

JAB Holdings B.V. (“JAB”) acquired Panera Bread Company (“Panera”) via a cash-out merger for $315.00 per share on July 18, 2017. Multiple dissenting shareholders (“Petitioners”) filed an appraisal action, seeking a fair value determination of $361.00 per share. Ultimately, the … Continue reading

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Inquiry Notice Bars Claims Based on Expired Statute of Limitations

In the case of Ocimum Biosolutions India v. AstraZeneca UK Limited, the Superior Court addressed the level of knowledge necessary for a party to be deemed on inquiry notice for statute of limitations purposes. In 2001, AstraZeneca entered into a … Continue reading

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Entire Fairness Review Applies to Musk Compensation Package

In the recent case of Tornetta v. Musk, C.A. No. 2018-0408-JRS (Del. Ch. Sept. 20, 2019), the Delaware Court of Chancery determined the standard of review that applies to a board approved and stockholder ratified executive compensation decision that benefits … Continue reading

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Section 220 Demands and Confidentiality Agreements

In Tiger v. Boast Apparel, Inc., No. 23, 2019 (Del. Supr. Aug. 7, 2019), the Delaware Supreme Court addressed Section 220 demands and the prevailing corporate practice of requiring confidentiality agreements before a stockholder is entitled to its books and … Continue reading

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Delaware Superior Court Weighs in on Contract Ambiguity

In V&M Aerospace, LLC v. V&M Co., the Superior Court engaged in contract interpretation to resolve a dispute arising out of an Asset Purchase Agreement (APA) entered into in 2015 by V&M Aerospace LLC (Aerospace) and V&M Company (VMC) for … Continue reading

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Deposition Practice – Lawyer Admonished for Failing to Control “Ridiculous” Deponent

The Supreme Court recently heard consolidated appeals in the matter of In Re: Shorenstein Hays-Nederlander Theatres LLC Appeals; however, the issues appealed were of secondary importance to the deponent’s deposition misconduct.  In the Addendum to its Opinion, the Court quoted … Continue reading

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Delaware Court Revives Blue Bell Creameries Shareholder Suit

In the case of Marchand v. Barnhill et al., No. 533, 2018 (Del. June 19, 2019), the Delaware Supreme Court reversed the dismissal of a stockholder derivative lawsuit against the members of the board of directors and two officers of … Continue reading

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An “Efficient Breach” Does Not Absolve One from Contractually Agreed Upon Damages

In the recent case of Leaf Invenergy Co. v. Invenergy Renewables LLC, No. 308, 2018 (Del. May 2, 2019), the Delaware Supreme Court reversed the Court of Chancery’s nominal damages award under the “efficient breach” theory.  The Supreme Court confirmed … Continue reading

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Delaware Court of Chancery Weighs-In on CFAA

In AlixPartners, LLP and AlixPartners Holdings, LLP v. David Benichou, C.A. No. 2018-0600-KSJM, the Court of Chancery was tasked with interpreting the Computer Fraud and Abuse Act (CFAA) absent direct federal authority on the issue. Federal courts are divided on … Continue reading

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Court of Chancery Rule 15(aaa) Expanded…With a Twist

It has long been the case that when a Defendant in a Delaware Court of Chancery matter files a motion to dismiss pursuant to rules 12(b)(6) or 23.1, the plaintiff has one of two choices: 1) amend her complaint instead … Continue reading

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