In this post-trial decision, the Court of Chancery held that a company’s repurchase of senior notes from an insider approximately six months after returning to solvency did not violate the express or implied terms of the indenture, constitute a fraudulent transfer, nor give rise to fiduciary duty claims on which the creditor had standing to sue.

In this memorandum opinion, the Court of Chancery declined to reopen the trial record and granted a plaintiffs’ motion to exclude post-trial evidence proffered by a defendant.In reaching its conclusion, the Court found that none of the factors for reopening a trial record articulated in Pope Invs. LLC v. Benda Pharm, Inc., 2010 WL 3075296, at *1 (Del. Ch.

In this opinion, the Court of Chancery denied a motion for judgment on the pleadings by certain asbestos claimants (the “Claimants”) seeking appointment of a receiver under 8 Del. C. § 279, holding that the dissolved corporation was not amenable to suits commenced more than ten years after its dissolution and, therefore, the insurance liability contracts held by the dissolved corporation were valueless, rendering appointment of a receiver unnecessary.  The Court also granted an opposing motion for summary judgment on behalf of the dissolved corporation. 

In this memorandum opinion, the Court of Chancery held that plaintiff note holders waived their statutory right to seek appointment of a receiver for a debtor corporation where the notes they purchased were subject to clear language in a “No-Action Clause” of the governing indenture, which prohibited such action unless certain requirements were met.

In this appeal, the Delaware Supreme Court affirmed an interim fee award of $2.5 million to plaintiff’s attorneys, which the Court of Chancery granted following its decision in Kurz v. Holbrook, 989 A.2d 140 (Del. Ch. 2010), and the Delaware Supreme Court’s decision on appeal in Crown EMAK Partners, LLC v. Kurz, 992 A.2d 377 (Del.

In this memorandum opinion, the Court of Chancery appointed a receiver for an insolvent corporation deadlocked over how to discharge a tax lien.

Theresa V. Brown-Edwards, Ryan M. Murphy

In this memorandum opinion, the Court of Chancery denied a motion filed on behalf of a dissolved corporation to dismiss a petition for the appointment of a receiver under 8 Del. C. § 279, ruling that the petitioners might “conceivably” demonstrate entitlement to such appointment in light of their factual allegations concerning the dissolved corporation’s “plan of dissolution” under 8 Del. C. § 281(b). The Court also granted the petitioners’ motion to perfect service upon the dissolved corporation and denied the motion to dismiss for insufficiency of service of process.

In this memorandum opinion, the Court of Chancery held that a retiring member of a limited liability company was entitled to his proportionate share of the liquidation value, rather than the going concern value, of the company.

In this en banc decision, the Delaware Supreme Court affirmed the Court of Chancery’s decision that laches, instead of the applicable statute of limitations, applied to the plaintiff corporate officer’s claim for indemnification, and thus upheld the Court of Chancery’s decision that plaintiff was entitled to indemnification for certain actually and reasonably incurred attorneys’ fees and expenses.