In City Pension Fund for Firefighters and Police Officers in the City of Tampa Bay et al. v. Generac Holdings, Inc., et al., the Eastern District of Wisconsin dismissed a consolidated class action complaint alleging...more
The Supreme Court of Delaware reversed the Court of Chancery's application of the entire fairness standard to a company's decision to redomesticate. In the proceedings below, the minority shareholders of TripAdvisor, Inc. and...more
In Chen v. Lyft, the U.S. District Court for the District of Northern California dismissed a federal securities class action lawsuit alleging that a typo in a press release from Lyft constituted securities fraud. The press...more
In Solak v. Mountain Crest Capital, the Delaware Court of Chancery found that a stockholder plaintiff pleaded a viable breach of fiduciary duty claim based on an alleged failure of the board of directors of a SPAC to disclose...more
In Gunderson v. The Trade Desk, Inc., the Delaware Court of Chancery held that a company’s conversion pursuant to Section 266 of the Delaware General Corporation Law (DGCL) did not require a supermajority vote because that...more
In Craig v. Target Corporation, et al., the District Court for the Middle District of Florida considered whether Target Corporation (Target) committed securities violations by failing to disclose risks related to an ESG and...more
In Jacobs v. Akademos, the Delaware Chancery Court ruled that a cash-out merger that provided common shareholders in a privately held corporation, Akademos, Inc., with no value was nonetheless entirely fair. This decision...more
On October 15, 2024, the United States Court of Appeals for the Tenth Circuit issued an opinion in In re Overstock Securities Litigation affirming the District of Utah’s dismissal of putative class action claims under the...more
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included an analysis of the assignment for the benefit of creditors...more
In Gilbert v. Unisys Corp., the Delaware Court of Chancery held that two former employees with the title of Vice President were entitled to advancement of litigation expenses brought by the corporation, despite the fact that...more
In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more
In a recent opinion in an assignment for the benefit of creditors (ABC) proceeding, the Delaware Court of Chancery provided an illustrative account of the assignee’s failures to comply with the relevant statutory scheme, and...more
In re: CCIV / Lucid Motors Sec. Litig., 110 F.4th 1181 (9th Cir. 2024), the Ninth Circuit affirmed dismissal of a securities fraud class action brought by investors under Sections 10(b) and 20(a) of the Exchange Act and Rule...more
Below is our Corporate / M&A decisions update covering decisions in the second quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included further development of the jurisprudence around the validity...more
In BuzzFeed Media Enterprises, Inc. v. Anderson, No. 2023-0377, 2024 WL 2187054 (Del. Ch. May 15, 2024) (BuzzFeed II), the Delaware Court of Chancery held that BuzzFeed Media Enterprises (BME) was bound by arbitration...more
In In re Hennessy Capital Acquisition Corp. IV Stockholder Litigation, the Delaware Court of Chancery for the first time dismissed breach of fiduciary duty claims against directors involved in a merger with a special purpose...more
In Trifecta Multimedia Holdings v. WCG Clinical Services, the Delaware Court of Chancery analyzed claims related to an M&A transaction involving an earn-out component. Earn-outs are a common feature of M&A transactions and...more
In re Cognizant Technology Solutions Corporation Derivative Litigation, the United States Court of Appeals for the Third Circuit, sitting en banc, overruled its prior decision in Blasband v. Rales that applied an...more
In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...more
In In re Match Group Deriv. Litig., the Delaware Supreme Court affirmed in part and reversed in part the lower court’s decision on the appropriate standard of review and the application of Kahn v. M & F Worldwide Corp., 88...more
In the first quarter of 2024, Delaware courts issued several noteworthy opinions. The Delaware Supreme Court ruled in In re Fox Corporation/Snap Inc. that corporations do not need to seek votes from each stockholder class to...more
In Clem et al. v. Skinner, the Delaware Court of Chancery granted a motion Caremark claims against the directors of Walgreens Boots Alliance, Inc.’s for failure to plead demand futility. The court found that demand was not...more
In Palkon v. Maffei, the Delaware Court of Chancery permitted stockholders to pursue claims that the board of directors of TripAdvisor breached their fiduciary duties in converting TripAdvisor from a Delaware corporation to a...more
In Goldstein v. Denner, the Delaware Court of Chancery imposed sanctions pursuant to Court of Chancery Rule 37(e) in light of the defendants’ failure to preserve text messages. The court found that the defendants acted at...more
In re Fox Corporation/Snap Inc. Section 242 Litigation, the Delaware Supreme Court ruled that corporations do not need to seek votes from each separate stockholder class to approve charter amendments exculpating corporate...more