Morris James LLP

Stoppage Notices Have Chilling Effect on Liens of Secured Creditors

The Article discusses the importance of the Uniform Commercial Code on rights of unsecured creditors in attempting to securing rights to shipped goods and the application of such stoppage notices in the Sports Authority bankruptcy cases filed in Delaware.

Chancery Recommends Rule to Determine Preclusive Effect of Judgments in Prior Derivative Actions

The predominant approach in most jurisdictions to determine whether the dismissal of a derivative action based on the failure to adequately plead demand futility bars re-litigation of this issue in a subsequent derivative action brought by a different stockholder plaintiff is to apply the traditiona

Court Upholds Stockholder's Share Ownership and Books-and-Records Request

Companies often defend against stockholder requests to inspect books and records by contending that the plaintiff stockholder lacks a proper purpose or that his or her stated purpose is not the real purpose.

How to Open the Door to Chancery

Sometimes more is not a good idea. That is the case when a complaint alleges multiple bases to invoke the jurisdiction of the Delaware Court of Chancery, but still fails to sustain that subject matter jurisdiction.

High Court Resolves $2B 'True Up' Dispute Against Acquirer

A recent Delaware Supreme Court decision resolved a $2 billion post-closing dispute about the interplay between common features of acquisition agreements.

Clark Collins Chair of the Delaware State Bar Association's Corporation Law Council

P. Clarkson Collins, Jr. began a began a term as chair of the Delaware State Bar Association's Corporation Law Council effective July 1, 2017.

Structural Coercion Negated Cleansing Effect Under 'Corwin'

Under the Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), business judgment review applies to cleanse a fiduciary challenge to a noncontrol transaction that was approved by an uncoerced, fully-informed, disinterested stockholder vote.

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages post-closing.

Where Is Delaware Corporate Litigation Going?

There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it.

Stockholder Vote Enjoined Over Banker's Financial Interest in Merger

Investment bankers play a central role in the exploration, evaluation, selection and implementation of strategic alternatives for Delaware companies.

Court Gives Great Weight to Pre-Merger Negotiations

Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements governing alternative entities such as limited liability companies or limited p

Del. Justices Award Attorney Fees Under Promissory Note Fee-Shifting Provisions

Persuaded by the arguments of the appellant noteholders, the Delaware Supreme Court ruled that two fee-shifting provisions in the promissory notes entitled them to recover attorney fees the noteholders incurred filing suit to secure warrants issuable under the notes.

Partner K. Tyler O’Connell Joins Corporate and Corporate and Business Law Groups

K. Tyler O’Connell has joined the firm effective May 10, 2017 as a partner in its corporate and business law groups. His practice will focus on alternative entities, corporate and fiduciary litigation and corporate governance counseling.

The Perils of Advancement

There is perhaps one single obligation that most aggravates corporate boards of directors: Paying your opponent's legal fees when you are convinced he has done you wrong. How then is that not just possible, but a regular occurrence?

Stockholder Merger Vote Sets High Bar for Post-Closing Claims

The Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), reaffirmed the power of fully-informed, uncoerced, disinterested stockholder approval to immunize M&A transactions against stockholder challenge.

Delaware Insider: Delaware Supreme Court Precludes Fraudulent Inducement of LLC Agreement and . . .

Recognizing that Delaware LLCs should have the ability to encourage capable individuals to serve in management positions, the LLC Act provides that “a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any an

Morris James Comments on Paramount Gold Board article for Law360

Albert Manwaring and Albert Carroll discuss the Paramount decision with Law360

Court Dismisses Derivative Action in Stockholder's Litigation Demand

Delaware courts have been critical of litigants who bring derivative claims without first seeking books and records. The absence of such records often makes it difficult to overcome the business judgment rule.

Entity Lifecycles: An Overview of the Statutory Requirements

Entity Lifecycles: An Overview of the Statutory Requirements Relating to the Formation, Maintenance, and Termination of Delaware Corporations, Limited Liability Companies, and Statutory Trusts

When Is a Manager Not Really a Manager?

Under the Delaware Limited Liability Company Act, a non-Delaware resident may be deemed to have consented to being sued in Delaware if she is a “manager” of the LLC. But who, exactly, is such a manager? That question is answered by the recent decision in In re Dissolution of Arctic Ease, C.A. No. 89

Delaware Corporate and Commercial Case Law Year In Review – 2016

Lewis Lazarus, Albert Manwaring & Albert Carroll authored "Delaware Corporate and Commercial Case Law Year in Review – 2016" summarizing 10 significant decisions of the Delaware Supreme Court and the Delaware Court and the Delaware Court of Chancery over the past year