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ASB Allegiance Real Estate Fund, et al. v. Scion Breckenridge Managing Member, LLC, et al., C.A. No. 5843-VCL (Del. Ch. July 9, 2012) (Laster, V.C.)
- Potter Anderson & Corroon LLP
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- USA
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- July 9 2012
In this case, the Court, analyzing fee-shifting provisions in three separate limited liability company agreements (the “LLC Agreements”) in the context of breach of contract and breach of the implied covenant of good faith and fair dealing claims, found that the plaintiff entities (collectively “ASB”) were entitled to recover fees and costs incurred in litigating the case before the Court and three other related federal cases filed by the defendants, affiliates of The Scion Group, LLC (collectively “Scion”
PharmAthene, Inc. v. SIGA Techs., Inc
- Potter Anderson & Corroon LLP
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- USA
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- July 10 2009
In this letter decision after in camera review of documents listed on defendant SIGA Technologies’ privilege log, the Court held that communications between SIGA and the in-house counsel of a significant, though not controlling, SIGA stockholder, MacAndrews & Forbes Holding, Inc. (“MAF”), qualified as privileged to the extent they were for purposes of legal and not business-only advice
Air Products and Chemicals, Inc. v. Airgas, Inc
- Potter Anderson & Corroon LLP
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- USA
- -
- March 3 2011
In this post-trial opinion bringing to close a year-long public battle for the control of Airgas, Inc. (“Airgas” or the “Company”), the Delaware Court of Chancery has held that a board of directors may, in full compliance with its fiduciary duties as reviewed by the courts under Unocal and its progeny, maintain defenses in the face of a structurally non-coercive all-cash, fully financed hostile tender offer it deems to be inadequate, even after “a full year has gone by . . . and the stockholders are fully informed as to the target board’s views on the inadequacy of the offer.”
Proposed amendments to the Delaware general corporation law
- Potter Anderson & Corroon LLP
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- USA
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- April 2 2013
The Council of the Corporation Law Section of the Delaware State Bar Association has proposed legislation that will amend the General Corporation Law
Paige Capital Management, LLC, et al. v. Lerner Master Fund, LLC et al
- Potter Anderson & Corroon LLP
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- USA
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- August 24 2011
In this opinion, the Delaware Court of Chancery refused to permit management of a hedge fund (the “Paige Fund”) to utilize the provisions of the partnership agreement of the Paige Fund’s Delaware investment vehicle to restrict the withdrawal by the Paige Fund’s only outside investor of its entire capital investment finding, among other things, that imposing such restrictions was a breach of a separate agreement entered into with such investor as well as a breach of fiduciary duty by management of the Paige Fund
In re BJ’s Wholesale Club, Inc. S’holders Litig., C.A. No. 6623-VCN (Del. Ch. Jan. 31, 2013) (Noble, V.C.)
- Potter Anderson & Corroon LLP
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- USA
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- January 31 2013
In this memorandum opinion, the Court of Chancery granted defendants' motion to dismiss with respect to plaintiffs' breach of fiduciary duty and
Brian T. Olson v. O. Andres Halvorsen, David C. Ott, Viking Global Investors LP, Viking Global Partners LLC, Viking Global Performance LLC, and Viking Global Founders, LLC
- Potter Anderson & Corroon LLP
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- USA
- -
- May 13 2009
At issue was whether a member of various Delaware entities (a limited partnership and various liability companies) should be paid equity interests in such entities after being retired from such companies
Sunrise Ventures, LLC v. Rehoboth Canal Ventures, LLC, C.A. No. 4119-VCS
- Potter Anderson & Corroon LLP
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- USA
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- March 4 2010
In this case, the Court of Chancery rejected a Motion for Reargument, finding that (1) the inclusion of a testimonium clause in the limited liability company agreement to form Sunshine Ventures, LLC (the "Company") (the "LLC Agreement") stating that the "parties have set their Hand and Seal" to the document, without the inclusion of the word "seal" next to the signature line of all the signatories to the LLC Agreement did not create a document under seal and thereby secure the extended twenty-year statute of limitations, and (2) no fiduciary relationship existed until the LLC Agreement was executed
2010 amendments to Delaware General Corporation Law
- Potter Anderson & Corroon LLP
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- USA
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- June 17 2010
For 2010, two bills containing amendments to the Delaware General Corporation Law (the "DGCL") have been approved by the Delaware legislature and signed into law by the Governor
Wimbledon Fund LP Absolute Return Fund Series. v. SV Special Situations Fund LP, C.A. no. 4780-VCS (Del. Ch. June 14, 2010)
- Potter Anderson & Corroon LLP
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- USA
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- June 16 2010
This case arose as a result of a request by a limited partner (the "Limited Partner") to withdraw from a Delaware limited partnership conducting business as an investment fund (the "Fund"), and the subsequent suspension by the Fund of all pending and future withdrawal requests by any limited partner of the Fund
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