Marchand v. Barnhill, No. 533, 2018 (Del. June 19, 2019).
As this decision illustrates, while Delaware law imposes a high bar for pleading demand futility and fiduciary oversight claims under what is known as a Caremark...more
Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, C.A. No. 2019-0416-MTZ (Del. Ch. June 27, 2019).
Delaware courts construe advance notice by-laws against the drafter in favor of stockholder...more
Stone & Paper Investors LLC v. Blanch, C.A. No. 2018-0394-TMR (Del. Ch. May 31, 2019).
Plaintiff sued Defendants, who were supposed to manage the parties’ limited liability company, directly and derivatively for breaching...more
Klein v. Wasserman, C. A. No. 2017-0643-KSJM (Del. Ch. May 29, 2019).
The typical claim for breach of fiduciary duty arises out of a single transaction or event, or several closely-related transactions or events. ...more
Acela Investments LLC v. DiFalco, C.A. No. 2018-0558-AGB (Del. Ch. May 17, 2019).
Because LLCs are “creatures of contract” and the policy of the Delaware Limited Liability Company Act is to give maximum effect to the...more
Arch Insurance Co. v. Murdock, C.A. No. N16C-01-104 (EMD)(CCLD) (Del. Super. May 7, 2019).
After trial and an adverse judgment in the amount for $148 million for breach of the duty of loyalty in a going private merger In...more
Olenik v. Lodzinksi, No. 392, 2018 (Del. Apr. 5, 2019).
Under Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), deferential business judgment review governs mergers between a controlling stockholder and the controlled...more
McElrath v. Kalanick, C.A. No. 2017-0888-SG (Del. Ch. Apr. 1, 2019).
This derivative action arose out of Uber’s acquisition of a self-driving vehicle firm named Otto, which involved former Google employees. Google sued...more
English v. Narang, C.A. No. 2018-0221-AGB (Del. Ch. Mar. 20, 2019).
Under the well-known Corwin doctrine, when a transaction not subject to the entire fairness standard of review is approved by a fully informed, uncoerced...more
In re Pilgrim’s Pride Corp. Derivative Litigation, Consol. C.A. No. 2018-0058-JTL (Del. Ch. Mar. 15, 2019).
Stockholders that control Delaware corporations find themselves subject to fiduciary duties. According to this...more
Winklevoss Capital Fund, LLC v. Shaw, C.A. No. 2018-0398-JRS (Del. Ch. Mar. 1, 2019) -
As this decision explains, the Court of Chancery will apply the equitable doctrine of laches (untimeliness) at the pleadings stage to...more
FrontFour Capital Grp. LLC v. Taube, C.A. No. 2019-0100-KSJM (Del. Ch. Mar. 11, 2019) -
This decision involves an increasingly rare occurrence in Delaware: an expedited pre-closing fiduciary duty challenge to a proposed...more
Personal Touch Holding Corp. v. Felix Glaubach, D.D.S., C.A. No. 11199-CB (Del. Ch. Feb. 25, 2019).
Under the corporate opportunity doctrine, one way for a fiduciary to breach her duty of loyalty is to take personal...more
Glidepath Ltd. v. Beumer Corp., C.A. No. 12220-VCL (Del. Ch. Feb. 21, 2019).
Contingent payments based on an acquired business’s future performance are a frequent feature in M&A transactions. In this case, after selling...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018.
Originally published in Transaction Advisors....more
2/25/2019
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
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Elon Musk ,
Fiduciary Duty ,
Mergers ,
Section 220 Request ,
Shareholder Litigation ,
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CHC Investments LLC v. Firstsun Capital Bancorp, C.A. No. 2018-0610-KSJM (Del. Ch. Jan. 24, 2019).
One proper purpose for a books and records inspection under Section 220 of the Delaware General Corporation Law is to...more
City of Tamarac Firefighters’ Pension Trust Fund v. Corvi, C.A. No. 2017-0341-KSJM (Del. Ch. Feb. 12, 2019).
Under Delaware law, stockholders who wish to pursue a derivative claim on the corporation’s behalf face an...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018.
The cases selected either meaningfully changed Delaware law or provided...more
Inter-Local Pension Fund GCC/IBT v. Calgon Carbon Corp., C.A. No. 2017-0910-MTZ (Del. Ch. Jan. 25, 2019).
It is sometimes fair to characterize plaintiff-side representative litigation in the corporate context as...more
KT4 Partners LLC v. Palantir Technologies Inc., No. 281, 2018 (Del. Jan. 29, 2019) (Strine, Chief Justice).
Two prevailing questions for books and records inspections under Section 220 of the Delaware General Corporation...more
Schnatter v. Papa John’s Int’l, Inc., C.A. No. 2018-0542-AGB (Del. Ch. Jan. 15, 2019).
As a general matter, under Section 220 of the DGCL, directors of a Delaware corporation enjoy the right to virtually unfettered access...more
Brown v. Kellar, C.A. No. 2018-0687-MTZ (Del. Ch. Dec. 21, 2018) -
Control disputes, like those under Section 225 of the DGCL, are summary, narrow proceedings limited to the issues regarding title to office. The Court of...more
Sciabacucchi v. Salzberg, C.A. No. 2017-0031-JTL (Del. Ch. Dec. 19, 2018) -
Delaware law permits a Delaware corporation to include a forum-selection provision in its certificate of incorporation governing all “internal...more
Klein v. H.I.G. Capital LLC, C.A. No. 2017-0862-AGB (Del. Ch. Dec. 19, 2018) -
Under the Delaware Supreme Court’s Gentile decision, a claim may be dual-natured, meaning partially derivative on behalf of the corporation and...more
In re Xura Stockholder Litigation, C.A. No. 12608-VCS (Del. Ch. Dec. 10, 2018) -
Lately, the Delaware Supreme Court has given great weight to the deal price in appraisal cases. As a result, plaintiffs have put a greater...more