Carve-out Provision in DIP Financing Order Did Not Limit Fees to Committee Counsel

In the recent decision of In re Molycorp, Inc., 562 B.R. 67 (Bankr. D. Del. 2017), Judge Sontchi held that a carve-out provision in a DIP financing order did not act as an absolute limit on the fees and expenses payable to counsel to the creditors committee in a case with a confirmed chapter 11 plan. View Full Post
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Delaware Supreme Court Addresses Contractual Fiduciary Standard

Last week the Delaware Supreme Court reversed its prior decision interpreting a master limited partnership agreement that provided what Delaware’s high court described as a contractual fiduciary standard.  The Court’s opinion is necessary reading for anyone who drafts or litigates alternative entity agreements that waive fiduciary duties but provide other contractual replacement standards.  View Full Post
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Supreme Court Defines “Commercially Reasonable Efforts”

The Delaware Supreme Court recently analyzed, for the first time, a common contractual standard in business agreements.  The legal meaning of the phrase “commercially reasonable efforts” does not enjoy clarity in the law. Lawyers and jurists alike should be excused if they view the law on this topic as not entirely self-evident.  View Full Post
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Chancery Applies Fitracks Procedures to Challenged Advancement Award

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. Last month, in a comprehensive advancement decision captioned, White v. Curo Texas Holdings, LLC, C.A. No. 12369-VCL (Del. Ch. Feb. 21, 2017), the Delaware Court of Chancery applied what has become known in Delaware as the “Fitracks Procedures” to determine the appropriate amount of an advancement award when the exact amount of fees for covered and uncovered claims is unclear.   View Full Post
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Summary Judgment Granted in Favor of Delaware Officer Due to Release

By | Delaware Chancery Law Blog | March 27, 2017
When applicable, former D&Os of Delaware corporations will rely upon a release from the company to shield liability against class action or derivative lawsuits filed thereafter. The recent decision of Seiden v. Kaneko, C.A. No. 9861-VCS (Del. Ch. Mar. 23, 2017) is an interesting read on the effectiveness of such a release. View Full Post
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Summer is Coming – It’s Not to Late to Plan for Summer Camp

123rf.com 123rf.com For many children the best part of summer is summer camp. Camps can provide the opportunity to learn everything from computer skills to surfing.  And, as the saying goes, summer camp is the place where strangers become friends and friendships last forever. View Full Post
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Judge Andrews Denies Defendants’ Motion for Judgment On the Pleadings Asserting Lack of Patent-Eligible Subject Matter

By Memorandum Opinion entered by The Honorable Richard G. Andrews in Sonos, Inc. v. D&M Holdings Inc. et al., Civil Action No. 14-1330-RGA (D.Del. March 13, 2017), the Court denied Defendants’ Motion for Partial Judgment on the Pleadings for Lack of Patent-Eligible Subject Matter under Section 101 of the Patent Act, 35 U.S.C. View Full Post
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Court Rejects Post-Closing Adjustment Claim

The Court of Chancery recently explained in a post-trial opinion why a post-closing adjustment claim seeking a milestone payment was rejected in light of a careful examination of the meaning of an ambiguous term in the milestone trigger provision. This opinion is helpful for those who want insights into how a Delaware court applies contract interpretation principles to extrinsic evidence to determine the meaning of a disputed term in a post-closing earn-out dispute. View Full Post
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Chancery Opinion Provides a Roadmap to Discovery Rules and Obligations

By | Delaware Chancery Law Blog | March 15, 2017
In the recent decision of In re Oxbow Carbon LLC Unitholder Litig., Consol. C.A. No 12447-VCL (Del. Ch. March 13, 2017), Vice Chancellor Laster provides a comprehensive review of pretrial discovery rules before the Delaware Court of Chancery.  This opinion is an excellent roadmap for conducting discovery in Delaware, and contains a treasure-trove of citations, authorities and maxims that would aid any Chancery practitioner. View Full Post
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