Category Archives: Delaware Court of Chancery

Vice Chancellor Cites Homer Simpson and Moe Szyslak

In a typically colorful and engaging written decision from Vice Chancellor Glasscock, His Honor cited two of the most famous residents of the fictional town of Springfield: Moe Szyslak and Homer Simpson.  The Memorandum Opinion in Walker, et al. v. … Continue reading

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Vice Chancellor Glasscock Addresses Novel Question Regarding Demand Futility

On May 31, 2016, Vice Chancellor Glasscock issued an interesting Opinion addressing the question of which composition of a board of directors is relevant to the Court’s demand futility analysis where the board’s composition changes in between the time a … Continue reading

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Delaware Wal-Mart Derivative Action Precluded by Prior Arkansas Dismissal

Chancellor Bouchard, today, dismissed the matter of In re Wal-Mart Stores Inc. Delaware Derivative Litigation.  The Chancellor held that the plaintiffs’ claims were precluded by a prior dismissal of a similar derivative action filed in Arkansas.  Despite the fact that … Continue reading

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The Dangers of Filing Legal Claims in a Court of Equity

On October 30, 2015, Vice Chancellor Parsons dismissed a Plaintiff’s claims on the grounds that: 1) three of the claims failed to state a cause of action for which relief could be granted under 12(b)(6); and 2) the remaining three claims … Continue reading

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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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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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