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173 results found


K&L Gates | USA | 27 Aug 2018

Chancery Court denies motion to dismiss a breach of contract claim based on language in limited Partnership Agreement

In Ms. Mary Giddings Wenske, et al. V. Blue Bell Creameries, Inc., et al., the Delaware Chancery Court denied Defendants’ motion to dismiss a breach


K&L Gates | USA | 14 Jun 2018

Chancery Court Denies In Part Motion to Dismiss Breach of Contract and Breach of Fiduciary Duties Claims

In Feldman v. Soon-Shiong, et al. (C.A No. 2017-0487-AGB), the Delaware Court of Chancery denied in part and granted in part a motion to dismiss


K&L Gates | USA | 16 Oct 2017

Chancery Court Defines De Novo Standard of Review for Appeals of Receiver’s Decisions Disallowing Claims

In B.E. Capital Management Fund LP v. Fund.Com Inc., C.A. No. 12843-VCL (Del. Ch. October 4, 2017), the Delaware Court of Chancery denied an appeal


Venable LLP | USA | 26 Jul 2017

Contracting Away Fraud: Delaware Courts provide additional guidance regarding the enforceability of nonreliance clauses in extra contractual litigation

Courts have long struggled with the question of how to address the inherent tension between a policy against fraud and the text of a contract which


K&L Gates | USA | 27 Jun 2017

Chancery Court Dismisses Breach of Duty Claim and Denies Quasi-Appraisal Relief Sought by Stockholders after Merger

In In re Cyan, Inc. Stockholders Litigation, C.A. No. 11027-CB (May 11, 2017), the Delaware Court of Chancery dismissed Cyan, Inc. stockholders’


McCarter & English LLP | USA | 31 May 2017

Delaware Law Updates - Delaware Court of Chancery Affirms Fraud Exception to Parties’ Contractual Allocation of Risk

The Delaware Court of Chancery honored the well-settled policy against fraud and its limitation on parties’ freedom of contract in the context of


Cole Schotz PC | USA | 7 Mar 2017

Delaware Court of Chancery Rules on Unambiguous Director Removal Voting Requirements

In a recent decision of the Delaware Court of Chancery, the Court struck down a corporate bylaw provision of NutriSystem, Inc., a Delaware corporation


Fox Rothschild LLP | USA | 9 Feb 2017

Indemnification of affirmative claims analyzed by the Court of Chancery

In the recent post-trial memorandum opinion of Dore v. Sweports, Ltd., C.A. No. 10513-VCL (Del. Ch. Jan. 31, 2017), Vice Chancellor Laster addressed


Fox Rothschild LLP | USA | 30 Sep 2016

Chancery rules upon breach of non-competition and non-solicitation claims - Laches defense denied

The Court of Chancery has recently issued a string of decisions, including Kraft v. WisdomTree Investments, Inc. in which it has tightened the


Cooley LLP | USA | 24 Aug 2016

Court Gives Energy Transfer the Right to Walk Based on its Counsel’s Inability to Deliver the Required Tax Opinion

In a rare decision involving unusual facts, the Delaware Court of Chancery held that a buyer (Energy Transfer Equity, L.P.) had the right to terminate

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