Albert Manwaring, IV at Morris James LLP

Supreme Court Affirms Chancery Rulings in Derivative Litigation Challenging Oracle’s NetSuite Acquisition

In re Oracle Corp. Deriv. Litig., C.A. No. 2017-0337 (Del. Jan. 21, 2025) - The Supreme Court affirmed the Court of Chancery’s decision in favor of the defendants in a derivative suit challenging Oracle’s acquisition of...more

5/27/2025 / Acquisitions , Appeals , Board of Directors , Business Judgment Rule , Controlling Stockholders , Delaware General Corporation Law , Discovery , Fiduciary Duty , Shareholder Litigation

Dilution Claim in Which a Controller Received Additional Shares in Exchange for Its Interests, Was Exclusively Derivative

Gentile v. Rossette, 906 A.2d 91, 100 (Del. 2006), held that dilution claims involving a controller can be both derivative and direct. In Gentile, the Delaware Supreme Court found that dilution claims, challenging a...more

5/2/2025 / Business Litigation , Controlling Stockholders , Delaware General Corporation Law , Derivative Suit , Dilution , Mergers , Motion to Dismiss , Reorganizations , Shareholder Litigation

Chancery Allows a Claim for Contract Reformation to Proceed Based on Alleged Mutual Mistake

Kingfishers L.P. v. Finesse US, Inc., C.A. No. 2024-0344-SG (Del. Ch. Oct. 30, 2024) - In this decision, the Court of Chancery held that the plaintiffs failed to state claims for fraud and equitable fraud, but pled...more

5/2/2025 / Business Litigation , Contract Disputes , Contract Interpretation , Delaware , Equity , Motion to Dismiss

Chancery Finds Sufficiently Pled Fiduciary Duty Claims Relating to De-SPAC Transaction

Solak v. Mountain Crest Capital LLC, et al., C.A. No. 2023-0469-SG (Del. Ch. Oct. 18, 2024) - The Court of Chancery found that the plaintiff stated legally-sufficient claims in connection with a merger transaction against...more

4/11/2025 / Acquisitions , Breach of Duty , Delaware General Corporation Law , Disclosure Requirements , Fiduciary Duty , Mergers , Motion to Dismiss , Shareholder Litigation , Shareholders , Special Purpose Acquisition Companies (SPACs)

Chancery Removes an Assignee for Cause in an Assignment for the Benefit of Creditors Proceeding

In re: Wack Jills, Inc., C.A. No. 2019-0650-PAF (Del. Ch. Aug. 29, 2024) - In this proceeding for the assignment for the benefit of creditors (“ABC proceeding”), the company assigned all of its property and assets to...more

2/27/2025 / Bankruptcy Code , Bankruptcy Court , Corporate Governance , Corporate Restructuring , Creditors , Debtors , Delaware , Enforcement Actions , Reporting Requirements

Chancery Finds that the Plaintiff Successfully Pled Breach of Contract for Milestone Payments

Medal v. Beckett Collectibles, LLC, C.A. No. 2023-0984-VLM (Del. Ch. Aug. 22, 2024). In denying a motion to dismiss, the Court of Chancery held that the plaintiff pled reasonably conceivable claims for breach of...more

2/19/2025 / Breach of Contract , Business Litigation , Contract Terms , Corporate Governance , Delaware , Motion to Dismiss , Shareholder Litigation , Shareholders

Chancery Finds that Former Employees were “Officers” Entitled to Advancement

Gilbert v. Unisys Corp., C.A. No. 2023-0513-PAF (Del. Ch. Aug. 13, 2024) - In this decision, the Court of Chancery held that the plaintiffs were entitled to advancement of legal fees and expenses from their former...more

1/22/2025 / Advancement , Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Employment Litigation , Fiduciary Duty

Chancery Defaulted to Deal Price to Determine the Fair Value of a Privately-Held Corporation in an Appraisal Proceeding

Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, C.A. No. 2022-0344-JTL (Del. Ch. July 30, 2024) - In this post-trial appraisal decision, the Court of Chancery determined the fair value of a privately-held...more

12/19/2024 / Appraisal , Board of Directors , Corporate Governance , Merger Agreements , Mergers , Shareholders

Chancery Holds that Related Individual and Class Claims Will Not Proceed Together and Litigants Cannot Pursue Class or Derivative...

Pope v. Hycroft Mining Holding Corp., C.A. No. 2022-0957-LWW (Del. Ch. July 9, 2024) - In this decision, the Court of Chancery found the plaintiffs could not press class claims if they also pursue related individual...more

12/10/2024 / Breach of Contract , Breach of Duty , Class Action , Derivative Suit , Fiduciary Duty

Controlling Stockholder Transactions That Do Not Involve a Freeze-Out Merger May Satisfy MFW to Obtain Business Judgment Review

In Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014) (MFW), the Delaware Supreme Court ruled that a controlling stockholder transaction involving a freeze-out merger, which is structured to include approval by a well-functioning...more

7/25/2024 / Controlling Stockholders , Derivative Suit , Mergers , Shareholder Litigation , Shareholders

Chancery Awards Attorneys’ Fees to the Prevailing Party

Malkani v. Cunningham, C.A. 2020-1004-SG (Del. Ch. Feb. 28, 2024) - In this decision involving a contractual fee-shifting provision, both parties argued that they were entitled to fee-shifting as the prevailing parties....more

6/21/2024 / Attorney's Fees , Breach of Contract , Breach of Duty , Fiduciary Duty

Chancery Upholds Challenge to TripAdvisor’s Conversion from a Delaware Corporation into a Nevada Entity

Palkon v. Maffei, C.A. 2023-0449-JTL (Del. Ch. Feb. 20, 2024) - This decision arose out of TripAdivor’s conversion from a Delaware corporation into a Nevada corporation. The company’s CEO and Chair had voting control and...more

4/26/2024 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholder Litigation , Shareholders

Chancery Addresses Pleading-Stage Arguments for Dismissal in LLC Dispute

Principal Growth Strategies LLC v. AGH Parent LLC, C.A. 2019-0431-JTL (Del. Ch. January 25, 2023) - This decision provides helpful guidance to practitioners to address pleading-stage arguments for dismissal. The plaintiff...more

4/8/2024 / Breach of Duty , Derivative Suit , Fiduciary Duty , Limited Liability Company (LLC) , Shareholder Litigation

Plaintiffs Adequately Pled Unjust Enrichment for Materially Deficient Disclosures

Buttonwood Tree Value Partners, L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (Del. Ch. Dec. 29, 2023) - To state a claim for unjust enrichment, a plaintiff must adequately plead: (1) an enrichment; (2) an...more

3/20/2024 / Breach of Contract , Breach of Duty , Contract Terms , Fiduciary Duty , Implied Contract , Unjust Enrichment

2023 Delaware Corporate and Commercial Case Law Year in Review

This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more

2/9/2024 / Board of Directors , Breach of Duty , Corporate Governance , Derivative Suit , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholders

Icahn Stockholders Not Entitled to Privileged Info Based on Stockholders' Nomination and Employment Relationship With Company...

To fulfill their fiduciary duties to oversee and properly manage a corporation governed by the Delaware General Corporation Law (DGCL), directors have broad rights to the company’s privileged and confidential information....more

2/8/2024 / Board of Directors , Confidential Information , Directors , Privileged Communication , Shareholders

Chancery Upholds Written Consent Based on Signer’s Sophistication and Opportunity to Inspect

REM OA Holdings LLC v. Northern Gold Holdings LLC, C.A. No. 2022-0582-LWW (Del. Ch. Sep. 20, 2023) - Delaware is a contractarian state and the presumption is that parties are bound by their agreements. That presumption...more

1/18/2024 / Contract Terms , Legal Opinion , Motion for Reconsideration

Chancery Denies Specific Performance in De-SPAC Transaction Based on Difficulty of Enforcement and Plaintiff’s Inequitable Conduct

26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., CA No. 2023-0128-JTL (Del. Ch. September 7, 2023) - Even where the parties have contractually agreed that specific performance is the preferred remedy for a breach,...more

1/18/2024 / Breach of Contract , Contract Terms , Merger Agreements , Mergers , Shareholders

Chancery Finds Defendants Liable for Fraud Based on the Failure to Disclose Internal Billing Practices

NetApp Inc. v. Cinelli, C.A. No. 2020-1000-LWW (Del. Ch. Aug. 2, 2023) - This decision arose out of the sale of the company Cloud Jumper to NetApp, Inc. The seller’s management had been recording internal software use as...more

1/2/2024 / Breach of Contract , Contract Terms , Fraud , Mergers

Superior Court CCLD Declines to Award Costs for Special Master and Mediator, and Awards only Simple Interest on Judgment in...

LCT Capital, LLC v. NGL Energy Partners LP, C.A. No. N15C-08-109 JJC CCLD (Del. Super. Ct. June 20, 2023) - Under Superior Court Rule 54, costs are allowed as a matter of course to the prevailing party. In this post-trial...more

10/24/2023 / Breach of Contract , Business Litigation , Contract Terms , Quantum Meruit , Unjust Enrichment

Chancery Finds Derivative Plaintiffs Breached Duties in Withholding Arbitration Award of the Company

Optimiscorp v. Atkins, C.A. No. 2020-0183-MTZ (Del. Ch. June 1, 2023) - As this decision explains, when stockholder plaintiffs control the derivative claims of the company, they serve as agents of the company and owe the...more

9/28/2023 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholders

Superior Court Declines to Dismiss Counterclaims Based on “Interrelated Wrongful Act” Clause in D&O Coverage Dispute Arising Out...

National Amusements Inc. v. Endurance American Specialty Insurance Co. (Del. Super. April 28, 2023) - In this D&O insurance coverage dispute, the plaintiffs moved to dismiss the defendant insurers' counterclaims, which...more

9/11/2023 / Breach of Duty , D&O Insurance , Fiduciary Duty , Policy Exclusions

Chancery Rules That Separate Accrual Periods Apply to an Information Systems Caremark Claim in Walmart Opioid Litigation

Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, C.A. No. 2021-0827-JTL (Del. Ch. Apr. 12, 2023) - To determine the limitations period under laches, a court must determine when a claim accrued....more

8/23/2023 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholder Litigation

Plaintiff Overcomes Rule 23.1 In Walmart Opioids Litigation Based In Part On Over-Redacted Documents In Books And Records...

Ontario Provincial Council of Carpenters’ Pension Trust Fund v. Walton, C.A. No. 2021-0827-JTL (Del. Ch. Apr. 26, 2023) - To assert a derivative claim, a stockholder plaintiff must plead demand futility. The plaintiffs...more

8/22/2023 / Books & Records , Breach of Duty , Fiduciary Duty , Opioid , Section 220 Request , Shareholders , Wal-Mart

Covenant Not to Sue for Loyalty Breaches in an Agreement Among Stockholders May Operate Within the Space for Fiduciary Tailoring

The fiduciary duty of loyalty may be modified or eliminated in the LLC context, where freedom of contract is paramount. For corporations governed by the Delaware General Corporation Law (DGCL), however, many Delaware...more

7/21/2023 / Board of Directors , Breach of Duty , Fiduciary Duty , Mergers

Albert Manwaring, IV

Morris James LLP

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