In XRI Investment Holdings LLC v. Holifield, C.A. No. 2021-0619-JTL, the Court of Chancery found that defendant Holifield violated a No Transfer Provision in the limited liability company agreement of XRI Investment Holdings...more
The Delaware Court of Chancery, in In re Carvana Co., No. 2020-0415-KSJM (Del. Ch. June 30, 2022), applied the recently adopted Zuckerberg test for demand futility and denied the defendants’ motion to dismiss. The court found...more
In City of Detroit Police & Fire Ret. Sys. on Behalf of NiSource, Inc. v. Hamrock, No. CV 2021-0370-KSJM, the Delaware Court of Chancery granted a motion to dismiss duty of oversight claims against an energy company’s...more
In Manti Holdings, LLC v. Carlyle Group Inc., C.A. No. 2020-0657-SG (Del. Ch. June 3, 2022), the Delaware Court of Chancery held that minority investor claims could proceed against a private equity firm, Carlyle, and related...more
In Cellular Telephone Partnership Litigation, C.A. No. 6885-CVL, the Chancery Court held that AT&T breached its duty of loyalty to its minority partners when it enacted a Freeze-Out transaction that dissolved a cellular...more
In Stream TV Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court reversed the Delaware Court of Chancery’s finding that the board of Stream TV Networks, Inc. (Stream) could sell all of Stream’s assets without a...more
In In re Rehabilitation of Scottish Re (U.S.), Inc., C.A. No. 2019-0175-JTL (Del. Ch. Apr.18, 2022), the Delaware Court of Chancery ruled, as a matter of first impression, that in a delinquency proceeding for an insurance...more
Tesla Motors Stockholder Litigation arises out of Tesla’s acquisition of SolarCity, a market leader in manufacturing and installing solar energy generation systems. On two occasions in 2015 and 2016, Elon Musk suggested to...more
8/23/2022
/ Acquisitions ,
Board of Directors ,
Business Judgment Rule ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivative Suit ,
Elon Musk ,
Entire Fairness Standard ,
Mergers ,
Popular ,
Shareholder Litigation ,
Tesla
In Lee v. Fisher, 34 F.4th 777 (9th Cir. 2022), the Ninth Circuit affirmed the dismissal of a shareholder derivative suit against The Gap Inc. (Gap), alleging violations of Section 14(a) of the Securities Exchange Act of...more
Our global team of securities and professional liability lawyers at Hogan Lovells is uniquely positioned to monitor legal developments across the globe that impact accountants’ liability risk. We have experienced lawyers on...more
Below is our Corporate / M&A decisions update covering decisions in the first quarter of 2022. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more
In In re MultiPlan Corp. Stockholders Litigation, C.A. No. 2021-0300-LWW, the Delaware Court of Chancery denied motions to dismiss a shareholder complaint filed against a special purpose acquisition company (SPAC), its...more
In Brown v. Matterport, Inc., et al., C.A. No. 2021-0595-LWW (Del. Ch. Jan. 10, 2022), the Delaware Court of Chancery held that transfer restrictions restricting trade of stock “outstanding immediately” after a de-SPAC merger...more
The Hong Kong Court of Appeal has denied an accountant’s appeal of a Disciplinary Committee of the Hong Kong Institute of Certified Public Accountants (HKICPA) order that cancelled her practicing certificate due to...more
In In re Forum Mobile, Inc., C.A. No. 2020-0346-JTL (Del. Ch. Feb. 3, 2022), the Delaware Chancery Court held that Section 226(a)(3) of the Delaware General Corporation Law (DGCL) does not authorize the court to appoint a...more
Below is our Corporate / M&A decisions update covering decisions in the fourth quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more
2/3/2022
/ Board of Directors ,
Breach of Contract ,
Bylaws ,
Caremark claim ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Indemnification ,
Pensions ,
Shareholder Litigation
In re Kraft Heinz Company Derivative Litigation addresses demand futility in a case involving an insider stock sale. 3G Capital, Inc., a 24.2 percent shareholder in Kraft Heinz, sold 7 percent of its stake in August 2018...more
In Hollywood Firefighters’ Pension Fund v. Malone Inc., C.A. No. 2020-0880-SG (Del. Ch. Nov. 18, 2021), the Delaware Court of Chancery awarded a US$9.35 million mootness fee on the ground that a preliminary injunction...more
In Firemen’s Ret. Sys. of St. Louis v. Sorenson, C.A. No. 2019-0965-LWW (Del. Ch. Oct. 5, 2021), the Delaware Court of Chancery dismissed a derivative lawsuit against Marriott executives and directors for breaches of the duty...more
In Rosenbaum v. CytoDyn Inc., C.A. No. 2021-0728-JRS (Del. Ch. Oct. 13, 2021), the Delaware Court of Chancery declined to apply the Blasius enhanced scrutiny standard to an incumbent board’s rejection of shareholders’...more
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis.
The...more
11/23/2021
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Section 220 Request ,
Shareholder Litigation
In Manti Holdings, the Delaware Supreme Court affirmed a decision that a corporation can enforce an advance waiver of appraisal rights against its stockholders. In a stockholders agreement, the petitioners agreed to “refrain...more
In Flannery v. Genomic Health, Inc., et al. (C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021)), the Delaware Chancery Court made three key holdings regarding a merger involving mixed consideration of 58 percent stock and 42...more
The court’s decision in Yatra Online, Inc. v. Ebix, Inc. et al (C.A. No. 2020-0444-JRS (Del. Ch. May 13, 2021)) underscores the importance of carefully considering the language of a contract’s termination provisions when...more
In Brookfield Asset Management Inc. v. Rosson, the Delaware Supreme Court unanimously overturned its 2006 decision in Gentile v. Rossette, thereby eliminating the dual nature “Gentile carve-out” that allowed for both direct...more