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May 26, 2023 Court of Chancery holds Ex-CEO waived indemnification and advancement rights in stock repurchase agreement By Brian Rostocki Benjamin Chapple Justin Forcier The Delaware Court of Chancery recently held that Mikhail Kokorich (Kokorich), the co-founder and former CEO of space infrastructure...
May 18, 2023 No express right, no class vote: The current state of Section 242(b)(2) By Brian Rostocki Benjamin Chapple John Miraglia As summarized in an earlier post, a recent bench ruling from Vice Chancellor Laster (in the coordinated Fox & Snap actions) contained a...
May 12, 2023 Delaware Court of Chancery denies dismissal based on covenant not to sue By Brian Rostocki Benjamin Chapple Anne Steadman In a new (May 2, 2023) decision in New Enterprise Associates 14 LP v. Rich [Fugue], C.A. No. 2022-0406-JTL, the Delaware Court of...
May 05, 2023 Delaware Court of Chancery approved $1.65 million mootness fee in WWE bylaw dispute By Brian Rostocki Benjamin Chapple Justin Forcier World Wrestling Entertainment (WWE) Chairman Vincent K. McMahon agreed to pay $1.6 million to class attorneys as a mootness fee for his...
Apr 17, 2023 Books and records actions are being assigned to Masters in Chancery: Here's the Chancellor's guidance By Brian Rostocki Benjamin Chapple John Miraglia In light of its status as a court of equity, the Delaware Court of Chancery sometimes needs to move fast—very fast. And a crowded docket...
Apr 13, 2023 Delaware Court of Chancery refuses to lift a status quo order prior to a stockholder class action settlement being noticed, considered and approved By Brian Rostocki Common stockholders filed two class action lawsuits against AMC Entertainment Holdings, Inc. (AMC) and its board of directors (the...
Apr 13, 2023 Delaware Court of Chancery allows "novel" disclosure-based theory to proceed By Brian Rostocki The Delaware Court of Chancery recently denied a motion to dismiss allowing what it described as a "novel theory" of disclosure...
Apr 05, 2023 Personal jurisdiction proper over de facto managers of Delaware “shell” LLC By Brian Rostocki Benjamin Chapple Anne Steadman In Next Level Ventures, LLC v. AVID USA Technologies, LLC, C.A. 2022-0699-MTZ (Del. Ch. Mar. 16, 2023), Vice Chancellor Zurn found...
Mar 31, 2023 No class vote was required for charter amendments exculpating corporate officers By John Miraglia Brian Rostocki Benjamin Chapple On March 29, 2023, Vice Chancellor Laster issued a bench ruling holding that no class vote was required to approve charter amendments...
Mar 21, 2023 Delaware courts are increasingly declining to enforce restrictive covenants By Brian Rostocki There have been at least three recent opinions in the past months from the Delaware Court of Chancery which may be signaling that...
Mar 17, 2023 Inside the circle of confidentiality: The Court of Chancery reaffirms the status of board designees as joint clients By Brian Rostocki Benjamin Chapple John Miraglia In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, C.A. No. 2022-0344-JTL (Del. Ch. Mar. 9, 2023), the Court of Chancery...
Mar 16, 2023 The duty of oversight for officers and directors of Delaware Corporations By Brian Rostocki Benjamin Chapple Justin Forcier Delaware law has long held that directors of Delaware corporations have a duty to be “reasonably informed concerning the corporation,”...
Mar 16, 2023 Court of Chancery finds Revlon liability By Brian Rostocki Change of control situations such as a sale of a corporation give rise to Revlon duties, which require a corporation's board of directors...