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  • Court Allows Appeal of 'First Impression' Auditor Liability Case

    The Delaware Supreme Court now has the opportunity to decide whether the state's insurance commissioner will be able to sue auditors of insolvent insurance companies for breaches of fiduciary duty.

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  • Claim That Acquiring Firm Avoided Earn-Out Payments Tossed

    Without evidence of requisite intent, a lawsuit alleging the breach of a merger agreement prohibiting the diversion of revenue in order to reduce earn-out payments due former equity holders in an acquired company had to be thrown out, the state Supreme Court decided en banc last week.

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  • The 'Proper Purpose' Requirement for Inspection of Books and Records

    In a memorandum opinion entered April 15 in coordinated actions captioned 'Southeastern Pennsylvania Transportation Authority v. AbbVie', No. 10374-VCG, and , No. 10408-VCG (Del. Ch.), Vice Chancellor Sam Glasscock III denied demands by two stockholders of AbbVie Inc. for inspection of books and records of the company pursuant to Section 220 of the Delaware General Corporation Law because they failed to demonstrate a proper purpose for their inspections.

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  • Arbitration Constitutes a First-Filed Action Under 'McWane' Doctrine

    Delaware litigators are likely familiar with the teachings of 'McWane Cast Iron Pipe v. McDowell-Wellman Engineering,' 263 A.2d 281, 283 (Del. 1970), which, in a nutshell, advise that a Delaware court will freely exercise its discretion to stay an action pending before it where there is a prior pending action "in a court capable of doing prompt and complete justice, involving the same parties and the same issues."

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  • Lawyer, Partner Again Denied Cut of $2.2B Nursing Home Deal

    The state Supreme Court has affirmed in a two-page order the Chancery Court's rejection of a lawyer's claim that his business partner breached a contract in a $2.2 billion acquisition of a nursing-home portfolio.

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  • AbbVie's $1.64B Breakup Fee in Inversion Deal a Business Risk

    AbbVie's decision to pay a $1.64 billion merger breakup fee to Dublin-based Shire PLC rather than face the sudden tax disadvantages of a corporate inversion was a normal risk assumed by a company's board, the Delaware Court of Chancery has ruled in denying stockholders access to AbbVie's records on the deal.

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  • Investors Owed $171M in Lawsuit Over Gas Infrastructure Deals

    The Delaware Court of Chancery on Monday decided that a deal to transfer full interest in companies owning and operating two pieces of natural gas infrastructure was so flawed as to cost common unitholders in the partnership that bought the companies $171 million.

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  • Glasscock Lauds, Reflects on Dismissal of 26-Year-Old Case

    Vice Chancellor Sam Glasscock III doesn't want anyone to be confused about the seemingly new docket number attached to the environmental cleanup case he just agreed to dismiss.

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  • Fiduciary Duties of Bankrupt Nursing Home's Officers, Directors

    A recurring theme in our columns is how directors' and officers' fiduciary duties are examined as the corporation approaches financial distress. In fact, we have been following the case long enough that today we report again on a U.S. Court of Appeals for the Third Circuit case styled , No. 13-2707 (3rd Cir. Jan. 26, 2015), that we wrote on more than three years ago.

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  • Chancery Applies Contract Principles in Preferred-Shares Dispute

    In , C.A. No. 7000-VCL (Del. Ch. April 6, 2015), the Delaware Court of Chancery concluded after a trial that the defendant and counterclaim-plaintiff, Vladimir Rivkin, forged documents, lied about exercising options, verified interrogatory responses and pleadings that he knew contained falsehoods, and testified falsely in deposition and at trial.

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