Searching Content indexed under Contracts and Commercial Law by Carl Neff ordered by Published Date Descending.
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Abeinsa Holding Inc. Obtains Ch. 11 Plan Confirmation
The Court agreed with the U.S. Trustee that the liability releases contained in the Chapter 11 plan are broad. However, the Court found that they do not violate the Bankruptcy Code and were necessary...
United States
12 Jan 2017
Chancery Dismisses Complaint – Causes Of Action Previously Released
In the recent opinion of Geier v. Mozido, LLC, Vice Chancellor Slights dismissed the complaint because the claims sought therein were previously released due to a previous settlement.
United States
5 Oct 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 application of the equitable defense of laches.
United States
5 Oct 2016
"Commercially Reasonable Efforts" Addressed By Court Of Chancery
In the recent opinion by Vice Chancellor Glasscock, The Williams Companies, Inc. v. Energy Equity, LP, the Court of Chancery considered a request by plaintiff to enjoin defendant, Energy Equity, LP from attempting to terminate a Merger Agreement.
United States
29 Jun 2016
Injunction Denied Despite Contractual Language Stating Breach Constitutes Irreparable Harm
Often times, parties to a contract will state that a breach thereof will constitute irreparable harm, which will provide the harmed party with the automatic right to obtain an injunction.
United States
4 Jan 2016
Chancery Defers Action On Motion For Sanctions
The recent opinion entered in Gonzales v. Cornerstone Legal Grp. LLC, C.A. No. 11034-VCG (Del. Ch. Dec. 4, 2015) demonstrates the (obvious) importance of candor and disclosing all material facts to the Court.
United States
14 Dec 2015
Advancement – Court Rejects Contractual Requirement That Fees On Fees Be Paid Even If Claim Is Unsuccessful
Often times, a Delaware company will provide its directors and officers with advancement and indemnification to the fullest extent allowed under Delaware law, as a means to attract qualified individuals to run the company.
United States
9 Sep 2015
The Importance Of A Books And Records Inspection Clause In An LLC Operating Agreement
A member of a Delaware limited liability company ("LLC") may find it desirable to make a demand to inspect the books and records of the company.
United States
24 Mar 2015
Must A Stockholder Plead Demand Excusal For Breach Of A Stockholder Approved Plan As A Contract?
Under Delaware law, it is well established that in order to bring a derivative suit, a stockholder of a corporation must either (i) make a demand upon the board to take action; or (ii) plead demand futility.
United States
16 Mar 2015
Court of Chancery Amends Pro Hac Vice Rules
On January 16, 2015, the Court of Chancery adopted an amendment to Rule 170, which governs pro hac vice motions.
United States
26 Jan 2015
Involuntary Dissolution Of Delaware Alternative Entities: The "Not Reasonably Practicable To Carry On The Business" Standard (Part III)
When will the Court grant dissolution of an LLC? In prior posts, we discussed the "not reasonably practicable to carry on the business" standard set forth under 6 Del. C. ง 18-802 for the involuntary dissolution of a Delaware LLC, and highlighted decisions in which such dissolution requests were denied.
United States
14 Nov 2014
LLC Operating Agreements: Top 10 List Of Material Terms
When entering into an LLC operating agreement, there are many important factors and issues that must be taken into consideration.
United States
10 Nov 2014
Involuntary Dissolution Of Delaware Alternative Entities: The "Not Reasonably Practicable To Carry On The Business" Standard (Part II)
In this prior post, we discussed the "not reasonable practicable to carry on the business" standard for the involuntary dissolution of a Delaware alternative entity, such as LLCs, LPs and GPs.
United States
10 Nov 2014
LLC Operating Agreements Can Be Binding Even If Not Signed By The Parties
Members of a Delaware LLC should be aware of this opinion and not operate under the assumption that an LLC operating agreement is invalid simply because it is unsigned.
United States
1 Oct 2014
Contractual Freedom In Delaware Alternative Entities Discussed By Chief Justice Strine And Vice Chancellor Laster
In a recent article, jurists of import opine on the contractual freedom accorded to Delaware alternative entities and the potential resulting consequences.
United States
2 Sep 2014
Member Of Delaware LLC Not Precluded From Withdrawing And Competing With Business
In certain instances, a member of a Delaware LLC may not find it desirable to continue doing business with the other members of the company.
United States
1 Apr 2014
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