Lewis H. Lazarus

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Articles

Court of Chancery Holds Supermajority Vote Not Required for Nevada Reincorporation | JD Supra

3 weeks ago | jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus

The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote under Section 266 of the Delaware General Corporation Law. A stockholder filed an action alleging that the conversion was subject to a supermajority 66 2/3% vote pursuant to a provision – Article X – of the corporation’s certificate of incorporation that required such a vote “to amend or repeal, or adopt any provision” of the certificate.
Court of Chancery Applies the American Rule and Denies Attorneys’ Fees Despite Fiduciary Breach | JD Supra

3 weeks ago | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the plaintiff proved at trial that the controller breached his fiduciary duties in a self-dealing merger transaction, but the Court but also found the plaintiff failed to prove damages.
Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure Violation | JD Supra

4 weeks ago | jdsupra.com | Lewis H. Lazarus

Originally published in ALM's Delaware Business Court InsiderWhether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it is a controlling stockholder. If the stockholder owns a large block but less than a majority, then whether it is a controlling stockholder is context dependent.
Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure Violation

1 month ago | morrisjames.com | Lewis H. Lazarus

Originally published in ALM's Delaware Business Court InsiderWhether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it is a controlling stockholder. If the stockholder owns a large block but less than a majority, then whether it is a controlling stockholder is context dependent.
Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure Violation

1 month ago | law.com | Lewis H. Lazarus

Who Got The Work J. Brugh Lower of Gibbons has entered an appearance for industrial equipment supplier Devco Corporation in a pending trademark infringement lawsuit. The suit, accusing the defendant of selling knock-off Graco products, was filed Dec. 18 in New Jersey District Court by Rivkin Radler on behalf of Graco Inc. and Graco Minnesota. The case, assigned to U.S. District Judge Zahid N. Quraishi, is 3:24-cv-11294, Graco Inc. et al v. Devco Corporation.
Delaware Supreme Court Affirms Chancery Decision in Section 225 Control Dispute | JD Supra

1 month ago | jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus

In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware corporation, the Delaware Supreme Court rejected Appellants’ argument that the forum selection clause of a pertinent credit agreement (“Agreement”) bound Pohl, a non-signatory.
Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase | JD Supra

2 months ago | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation privilege did not preclude the repurchase of a member’s interest where the right to repurchase was allegedly triggered by a violation of a non-disparagement clause in the parties’ LLC agreement.
Chancery Enforces Parties’ Agreement to Specific Enforcement for Breach of Preemptive Rights Provision | JD Supra

Feb 6, 2025 | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a stockholder’s preemptive rights provision where the parties’ Securities Purchase Agreement specified that remedy. The Court cited Delaware’s “strong contractarian policies” in holding that specific performance would place the parties closest to where they would have been had the defendant performed in accordance with the contract.
Delaware Supreme Court Upholds Court of Chancery’s Refusal to Blue Pencil an Unreasonable Covenant Not to Compete | JD Supra

Dec 27, 2024 | jdsupra.com | Lewis H. Lazarus

In Sunder Energy v. Jackson, No. 455, 2023 (Del. Supr., December 10, 2024), the Delaware Supreme Court upheld the Delaware Court of Chancery’s decision not to enjoin a former employer and member of a Delaware LLC from competing with plaintiff. The decision turned on two different versions of what outcome best reflected Delaware’s public policy favoring freedom of contract.
Chancery Enforces LLC Agreement in Prince Estate Dispute | JD Supra

Dec 10, 2024 | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

McMillan v. Nelson, C.A. 2024-0016-KSJM (Del. Ch. July 5, 2024)In a dispute over the management of Prince Legacy, LLC, an entity formed to manage assets from the estate of the late musician Prince, the Court of Chancery enforced the plain language of an LLC agreement to deny Non-Managing Members’ attempt to remove the Managing Members. The Court held that the plain language of the agreement gave the Non-Managing Members veto rights over certain actions, but not the power to initiate them.

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Lewis H. Lazarus

Articles

Court of Chancery Holds Supermajority Vote Not Required for Nevada Reincorporation | JD Supra

Court of Chancery Applies the American Rule and Denies Attorneys’ Fees Despite Fiduciary Breach | JD Supra

Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure Violation | JD Supra

Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure Violation

Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure Violation

Delaware Supreme Court Affirms Chancery Decision in Section 225 Control Dispute | JD Supra

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase | JD Supra

Chancery Enforces Parties’ Agreement to Specific Enforcement for Breach of Preemptive Rights Provision | JD Supra

Delaware Supreme Court Upholds Court of Chancery’s Refusal to Blue Pencil an Unreasonable Covenant Not to Compete | JD Supra

Chancery Enforces LLC Agreement in Prince Estate Dispute | JD Supra

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