In In re McDonald’s Corp. Stockholder Derivative Litigation, No. 2021-0324 (Del. Ch. Jan. 26, 2023), the Delaware Court of Chancery (Laster, V.C.) held that officers of a Delaware corporation are subject to a fiduciary duty...more
In Tola v. Bryant, No. 16150, 2022 Cal. App. LEXIS 241 (Cal. App. Mar. 24, 2022), the First Appellate District of the California Court of Appeal applied Delaware’s new formulation of the test for determining whether a...more
4/7/2022
/ Appeals ,
Appellate Courts ,
Board of Directors ,
California ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Derivative Tort Claims ,
Securities Litigation ,
Standing ,
State and Local Government
In Brookfield Asset Mgmt. v. Rosson, No. 406, 2020, 2021 Del. LEXIS 291 (Del. Sept. 20, 2021), the Delaware Supreme Court held that claims for wrongful equity dilution may be pursued only derivatively on behalf of the...more
Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220 (“Section 220”), permits a stockholder of a Delaware corporation to inspect corporate books and records upon a showing of a proper purpose. The Delaware...more
In Flood v. Synutra Int’l, Inc., No. 101, 2018, 2018 Del. LEXIS 460 (Del. Oct. 9, 2018), the Delaware Supreme Court (Strine, C.J.) held that a controlling stockholder who pursues a merger with the controlled company will have...more
10/18/2018
/ Aiding and Abetting ,
Breach of Duty ,
Bright-Line Rule ,
Business Judgment Rule ,
Buyouts ,
Class Action ,
Controlling Stockholders ,
DE Supreme Court ,
Due Care ,
Duty of Care ,
Fiduciary Duty ,
Mergers ,
Minority Shareholders ,
Motion to Dismiss ,
Shareholder Litigation
Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more
1/20/2017
/ Aiding and Abetting ,
Appeals ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
DE Supreme Court ,
Derivative Suit ,
Dilution ,
Direct Suit ,
Master Limited Partnerships ,
Mergers ,
Mootness ,
Parent Corporation ,
Partnership Agreements ,
Publicly-Traded Companies ,
Reversal ,
Self-Dealing ,
Shareholders ,
Standing ,
Tortious Interference