Chancery Denies Relief Under Agreement to Negotiate

By | Delaware Chancery Law Blog | July 31, 2017
In the letter opinion of Windsor I, LLC v. CWCapital Asset Management LLC, C.A. No. 12977-CB (Del. Ch. July 31, 2017), the Court of Chancery determined the enforceability of an agreement to negotiate, under Maryland law.  Plaintiff is the owner of a commercial property in Wilmington, Delaware, and Defendant is a special servicer that handles the default side of loan servicing for its affiliate. View Full Post
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Preferences Actions Filed in Univita Holdings LLC Bankruptcy Case

On July 19-21, 2017, David W. Carickhoff, in his capacity as Chapter 7 Trustee of the Estates of Univita Holdings, et al., filed approximately 46 complaints seeking the avoidance and recovery of allegedly preferential and/or fraudulent transfers under Sections 547 and 550 of the Bankruptcy Code. View Full Post
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Chancery Amends Rules Regarding Motion Practice

By | Delaware Chancery Law Blog | July 11, 2017
Effective August 1, 2017, an amendment to Court of Chancery Rule 171(f) will go effective, setting forth word limitations to non-dispositive motions, and letters to the Court.  Under the amendment, motions filed with the Court–excluding those filed under Rules 12, 23, 23.1, 56 and 65 and to pre-trial and post-trial briefs–are subject to a more restrictive word count.   View Full Post
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F-Squared Investment Management – Avoidance Actions Filed

On July 6-7, 2017, Craig Jalbert, in his capacity as Trustee for F2 Liquidating Trust, filed approximately 187 complaints seeking the avoidance and recovery of allegedly preferential and/or fraudulent transfers under Sections 547, 548 and 550 of the Bankruptcy Code (depending on the nature of the claims).   View Full Post
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Preference Actions Filed in Draw Another Circle Bankruptcy

On June 15, 2017, Curtis R. Smith, as Liquidating Trustee of the Hastings Creditors’ Liquidating Trust, filed approximately 69 complaints seeking the avoidance and recovery of allegedly preferential and/or fraudulent transfers under Sections 547, 548 and and 550 of the Bankruptcy Code.   View Full Post
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The Original Soupman, Inc. Files for Chapter 11 Protection in Delaware

On June 13, 2017, The Original Soupman, Inc. and its affiliates (collectively “Debtors” or “Original Soupman”) commenced voluntary bankruptcy proceedings under Chapter 11 of the Bankruptcy Code.  According to its petition, Original Soupman estimates that its assets are between $1 million and $10 million, and its liabilities are between $10 million and $50 million. View Full Post
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Sections 204 and 205 of the DGCL Cannot Remedy Unauthorized Corporate Acts

By | Delaware Chancery Law Blog | June 11, 2017
In a matter of first impression, the Court of Chancery considered whether an “unauthorized” act–one that the majority of stockholders entitled to vote deliberately declined to authorize–but that the corporation nevertheless determined to pursue, may be deemed a “defective corporate act” under Section 204 that is subject to later validation by ratification of the stockholders via Section 205 of the DGCL. View Full Post
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Chancery Appraises Corporation Below Merger Price Due to Synergies

In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc.C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group, Inc., (“SWS” or the “Company”), was less than deal price as a result of synergies between SWS and the acquiring company, Hilltop Holdings, Inc. View Full Post
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Tidewater, Inc. Bankruptcy Update – Utilities Motion

On May 17th, Tidewater, Inc. and its affiliated debtors (“Tidewater” or “Debtors”) filed for chapter 11 protection in the United States Bankruptcy Court for the District of Delaware. On the same day, the Court entered an Interim Utilities Order (click here), which among other things sets forth deadlines for utility providers to object to the proposed adequate assurance procedures or the amount of adequate assurance.   View Full Post
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