Just as a $700 million damages award and its accompanying sharp criticism of legal opinions garner headlines, so does reversal of that ruling. The Delaware Supreme Court closed out 2022 with its decision in Boardwalk Pipeline Partners, LP v. Bandera Master Funds LP, reversing the Court of Chancery’s sizeable post-trial award on narrow contractual grounds. The reversal is a substantial victory for the defendants. But for non-parties, of note was the Delaware Supreme Court’s decision to leave intact the trial court’s conclusions regarding law firm opinions. Taken together, both courts’ rulings offer meaningful guidance for parties and counsel negotiating complex transactions and considering inclusion of opinion of counsel conditions (or, attempting to satisfy such conditions in existing contracts).
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2023/05/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_11.jpg606833Jaime A. Bartletthttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJaime A. Bartlett2023-05-03 12:05:552023-09-08 10:18:26Caveat Emptor Still Rules The Day For MLPs
Delaware courts have determined that even quite broad language referencing attorneys’ fees may not be explicit enough to shift fees in first-party litigation.
Tune into Mutual Fund Minute here, as Jay Baris, a partner in Sidley’s Investment Funds group, takes a nostalgic look at the long and winding regulatory road of fund board culture, with a reminder that history is always an important guide to understanding the present.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Jay G. Barishttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJay G. Baris2023-04-27 09:16:272025-09-30 14:42:04The Role of Mutual Fund Directors
Practitioners rely on ostensibly ironclad provisions of protective orders to withhold documents or portions thereof from public view. And that is particularly so in arbitrations, which are generally private proceedings. But a recent Delaware Court of Chancery opinion issued by Vice Chancellor Paul A. Fioravanti, Jr. serves as a reminder that practitioners should be mindful that rules of the court regarding confidentiality may differ from arbitration rules or even stipulated confidentiality agreements among arbitration parties.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/12/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_13.jpg606833Ana P. Blinderhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngAna P. Blinder2023-04-25 10:22:092023-09-08 10:21:50You Might Think Your Arbitration Is Confidential…But, In Delaware, The Court Will Decide
Last year we explained how a word as common as the conjunction “and” could be subject to different interpretations in a contract. See Grammarian’s Delight: It Depends On What The Meaning Of ‘And’ Is. The Delaware Supreme Court recently affirmed Vice-Chancellor Glasscock’s construction of the word “and” given the “range of possible interpretations” that courts have endorsed for the word—a good reminder for parties to exercise care when drafting agreements.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Ian M. Rosshttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngIan M. Ross2023-04-19 15:07:302023-09-08 10:22:31Delaware Supreme Court Confirms That “and” Is a Word of Many Meanings
Caveat Emptor Still Rules The Day For MLPs
Just as a $700 million damages award and its accompanying sharp criticism of legal opinions garner headlines, so does reversal of that ruling. The Delaware Supreme Court closed out 2022 with its decision in Boardwalk Pipeline Partners, LP v. Bandera Master Funds LP, reversing the Court of Chancery’s sizeable post-trial award on narrow contractual grounds. The reversal is a substantial victory for the defendants. But for non-parties, of note was the Delaware Supreme Court’s decision to leave intact the trial court’s conclusions regarding law firm opinions. Taken together, both courts’ rulings offer meaningful guidance for parties and counsel negotiating complex transactions and considering inclusion of opinion of counsel conditions (or, attempting to satisfy such conditions in existing contracts).
(more…)
Jaime A. Bartlett
San Francisco
jbartlett@sidley.com
Kristina Gliklad
New York
kgliklad@sidley.com
How To Draft Fee-Shifting Provisions in Indemnification Clauses
Delaware courts have determined that even quite broad language referencing attorneys’ fees may not be explicit enough to shift fees in first-party litigation.
(more…)
Heather Benzmiller Sultanian
Chicago
hsultanian@sidley.com
Jarrett H. Gross
The Role of Mutual Fund Directors
Tune into Mutual Fund Minute here, as Jay Baris, a partner in Sidley’s Investment Funds group, takes a nostalgic look at the long and winding regulatory road of fund board culture, with a reminder that history is always an important guide to understanding the present.
(more…)
Jay G. Baris
New York
jbaris@sidley.com
You Might Think Your Arbitration Is Confidential…But, In Delaware, The Court Will Decide
Practitioners rely on ostensibly ironclad provisions of protective orders to withhold documents or portions thereof from public view. And that is particularly so in arbitrations, which are generally private proceedings. But a recent Delaware Court of Chancery opinion issued by Vice Chancellor Paul A. Fioravanti, Jr. serves as a reminder that practitioners should be mindful that rules of the court regarding confidentiality may differ from arbitration rules or even stipulated confidentiality agreements among arbitration parties.
(more…)
Ana P. Blinder
New York
ablinder@sidley.com
Alex J. Kaplan
New York
akaplan@sidley.com
Delaware Supreme Court Confirms That “and” Is a Word of Many Meanings
Last year we explained how a word as common as the conjunction “and” could be subject to different interpretations in a contract. See Grammarian’s Delight: It Depends On What The Meaning Of ‘And’ Is. The Delaware Supreme Court recently affirmed Vice-Chancellor Glasscock’s construction of the word “and” given the “range of possible interpretations” that courts have endorsed for the word—a good reminder for parties to exercise care when drafting agreements.
(more…)
Ian M. Ross
Miami
iross@sidley.com
Nicole K. Chipi
Miami
nchipi@sidley.com
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Alex J. Kaplan
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