resulting inquiry in Delaware

2023The resulting inquiry would turn solely on the employer’s conduct and whether, by engaging in the litigation, the employer “knowingly relinquish[ed] the right to arbitrate by acting inconsistently with that right.”62 Delaware cases likewise permit parties to waive their right to arbitrate. 63 While serving as a Vice Chancellor, Justice Jacobs wrote that “a waiver of arbitration will be found if the party seeking arbitration has ‘actively participated in a lawsuit or taken other action inconsistent with the right to arbitration.’”64 The defendant had included the arbitration provision as an aff

2023The resulting inquiry would turn solely on the employer’s conduct and whether, by engaging in the litigation, the employer “knowingly relinquish[ed] the right to arbitrate by acting inconsistently with that right.”62 Delaware cases likewise permit parties to waive their right to arbitrate. 63 While serving as a Vice Chancellor, Justice Jacobs wrote that “a waiver of arbitration will be found if the party seeking arbitration has ‘actively participated in a lawsuit or taken other action inconsistent with the right to arbitration.’”64 The defendant had included the arbitration provision as an aff

2023AB v. Mirror Image Internet, Inc., 842 A.2d 1245 , 1260 n.39 (Del.

2023AB v. Mirror Image Internet, Inc., 842 A.2d 1245 , 1260 n.39 (Del.

2021Oct. 24, 2014); see also Sinclair Oil Corp. v. Levien, 280 A.2d 717, 720 (Del. 1971) (Entire fairness “will be applied only when the fiduciary duty” owed by a parent company to its subsidiary “is accompanied by self-dealing.”). 23 transaction or by extracting a unique benefit not shared with the other stockholders, for the standard to apply. 97 It is undisputed that AMC is a controlling stockholder of Southern Copper.98 Additionally, AMC has conceded that, with respect to the Minerals Contracts, it stood on both sides of the transactions, which the Amended Complaint alleges were unfair to Sout

2020Seller has not shown that Buyer breached the Sale Agreement, much less that Buyer 308 BioLife Sols., 838 A.2d at 278 (internal quotation marks omitted); accord 23 Williston on Contracts § 63:3 (4th ed. 2003). 226 committed a material breach.

2020The resulting standard for a preliminary injunction “falls well short of that which would be required to secure final relief following trial, since it explicitly requires only that the record establish a reasonable probability that this greater showing will ultimately be made.” Cantor Fitzgerald, 724 A.2d at 579 (internal quotation marks omitted).

2019See El Paso Pipeline GP Co. v. Brinckerhoff, 152 A.3d 1248 (Del. 2016).

2017Although a controlling stockholder does not owe traditional fiduciary duties when selling its shares, it cannot act with impunity. “[N]o universal privilege arising from the corporate form . . . exempts a controlling shareholder who sells corporate control from the wholesome reach of th[e] common-law duty [of care].” Harris v. Carter, 582 A.2d 222, 235 (Del.

2011The resulting test incorporates the principles that animated Chancellor Allen’s decision in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del.Ch.1988), and applies them “within the ... enhanced standard of judicial review.” MM Companies, Inc. v. Liquid Audio, Inc., 813 A.2d 1118, 1129 (Del.2003); accord Stroud v. Grace, 606 A.2d 75 , 92 n. 3 (Del.1992).

2011The resulting test incorporates the principles that animated Chancellor Allen’s decision in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del.Ch.1988), and applies them “within the ... enhanced standard of judicial review.” MM Companies, Inc. v. Liquid Audio, Inc., 813 A.2d 1118, 1129 (Del.2003); accord Stroud v. Grace, 606 A.2d 75 , 92 n. 3 (Del.1992).