In re Fitbit Inc. Stockholder Derivative Litigation, C.A. No. 2017-0402-JRS (Del. Ch. Dec. 14, 2018) -
Delaware law recognizes a claim for breach of fiduciary duty based on insider trading under the Brophy decision....more
Norman v. Elkin, C.A. No. 06-005-LPS (D. Del. Sept. 4, 2018) -
Litigation seeking to inspect a corporation’s records under Section 220 of the DGCL might toll the statute of limitations for certain claims under the right...more
In re Appraisal of Columbia Pipeline Group, Inc., C.A. No. 12736-VCL (Del. Ch. Aug. 30, 2018) -
It is common and accepted practice for parties in Court of Chancery litigation to enter into a stipulated order governing the...more
Mesirov v. Enbridge Energy Company, C.A. No. 11314-VCS (Del. Ch. Aug. 29, 2018) -
This is the latest decision in a long-running saga in the master limited partnership (MLP) context involving Enbridge Energy....more
Charles Almond Trustee v. Glenhill Advisors LLC, C.A. No. 10477-CB (Del. Ch. Aug. 17, 2018)-
Sections 204 and 205 of the DGCL permit corporations to cure and validate defective corporate acts under the right circumstances....more
CSH Theatres L.L.C. v. Nederlander of San Francisco Associates, C.A. No. 9380-VCMR (Del. Ch. July 31, 2018) -
This drama arises from a dispute involving the Curran Theatre in San Francisco. The decision mostly deals with...more
In re Twitter Inc. Shareholder Derivative Litigation, C.A. No. 18-62-VAC-MPT (D. Del. July 23, 2018) -
Several Court of Chancery decisions discuss the appropriateness of staying a derivative action pending a related...more
Olenik v. Lodzinski, C.A. No. 2017-0414-JRS (Del. Ch. July 20, 2018) -
Transactions between a Delaware company and its controlling stockholder usually are subject to rigorous entire fairness review. But, under the MFW...more
Barnes v. Sprouts Farmers Market Inc., C.A. No. 2017-0735-MTZ (Del. Ch. July 18, 2018) -
An investor seeking books and records for the purpose of investigating wrongdoing or mismanagement must establish a “credible basis”...more
Basho Technologies Holdco B LLC v. Georgetown Basho Investors LLC, C.A. No. 11802-VCL (Del. Ch. July 6, 2018) -
This notable decision issued by the Court of Chancery holds an investment fund and its manager liable for over...more
Ellis v. Gonzalez, C.A. No. 2017-0342-SG (Del. Ch. July 10, 2018) -
The pre-suit demand on the board requirement for derivative litigation usually is not excused solely by a sufficiently pled disclosure violation....more
Morrison v. Berry, No. 445, 2017 (Del. July 9, 2018) -
Corwin holds that approval of a transaction by a fully-informed, uncoerced majority of the disinterested stockholders invokes the deferential business judgment...more
In re Straight Path Communications Inc. Consolidated Stockholder Litigation, C.A. No. 2017-0486-SG (Del. Ch. June 25, 2018) -
When a merger closes, stockholders of the acquired company generally lose standing to pursue...more
CertiSign Holding Inc. v. Kulikovsky / Kulikovsky v. CertiSign Holding Inc., C.A. No. 12055-VCS (Del. Ch. June 7, 2018) -
When a corporation accidentally issues defective stock or takes some other defective corporate act,...more
Edinburgh Holdings Inc. v. Education Affiliates Inc., C.A. No. 2017-0500-JRS (Del. Ch. June 6, 2018) -
It is common for parties to an acquisition to structure some portion of the purchase price as contingent on the...more
Glidepath Limited v. Beumer Corporation, C.A. No. 1220-VCL (Del. Ch. June 4, 2018) -
This decision addresses two contracting parties’ divergent expectations relating to whether a delayed closing affected the agreement’s...more
Steinberg v. Bearden, C.A. No. 2017-0286-AGB (Del. Ch. May 30, 2018) -
This is an interesting decision for its discussion of when pre-suit demand on the board is not excused for a derivative complaint alleging the...more
CBS Corp., et al. v. National Amusements, Inc., et al., C.A. No. 2018-0342-AGB (Del. Ch. May 17, 2018) (Letter Op.) -
Arising out of the highly-publicized dispute over the proposed transaction involving CBS and Viacom,...more
MHS Capital LLC v. Goggin, C.A. No. 2017-0449-SG (May 10, 2018) -
Alternative entity agreements may eliminate common law fiduciary duties and often do, supplanting them with contractual fiduciary duties....more
RCS Creditor Trust v. Schorsch, C.A. No. 2017-178-SG (Del. Ch. Apr. 5, 2018) -
This is an interesting decision for two reasons. First, it distinguishes between classic self-dealing claims and tag-along challenges to...more
In re Tesla Motors Inc. Stockholder Litigation, C.A. No. 12711-VCS (Del. Ch. Mar. 28, 2018) -
Under Delaware law, a controlling stockholder need not be a majority stockholder. Rather, a controlling stockholder might be a...more
LVI Group Investments LLC v. NCM Group Holdings LLC, C.A. No. 12067-VCG (Del. Ch. Mar. 28, 2018) -
In Hazout v. Tsang Mun Ting, 134 A.3d 274 (Del. 2016), the Delaware Supreme Court expanded the basis for personal...more
In Re Oracle Corporation Derivative Litigation, C.A. No. 2017-037-SG (Del. Ch. Mar. 19, 2018) -
Delaware law requires a derivative plaintiff to make a pre-suit demand on the board unless excused as futile. Because some...more
Carr v. New Enterprise Associates, Inc., C.A. No. 2017-0381-AGB (Del. Ch. Mar. 26, 2018) -
This decision addresses a host of interesting topics. First, it declines to invoke the so-called step-transaction doctrine under...more
The Ravenswood Investment Company LP v. The Estate Of Bassett S. Winmill, C.A. No. 3730-VCS (Del. Ch. Mar. 21, 2018) -
It is easy to assume that some form of meaningful relief must be available when a fiduciary bears the...more