Seavitt v. N-able, Inc., C.A. No. 2023-0326-JTL (Del. Ch. July 25, 2024) -
Earlier this year, the Court of Chancery in West Palm Beach Firefighters’ Pension Fund v. Moelis (“Moelis”) invalidated a stockholders’ agreement...more
Bricklayers Pension Fund of W. Pa. v. Brinkley, C.A. No. 2022-1118-MTZ (Del. Ch. July 12, 2024) -
In derivative cases where a stockholder-plaintiff has not made a pre-suit demand on the board of directors, demand futility...more
Pinnacle IV, L.P. v. Cyberlabs AI Holdings Ltd., C.A. No. N23C-04-021 MAA CCLD (Del. Super. July 11, 2024) -
Who can be held liable for a fraudulent statement is often a key issue in fraud claims. In this decision from...more
Centrella v. Avantor, Inc., C.A. No. 2022-0876-NAC (Del. Ch. July 1, 2024) -
It is common for Delaware corporations to provide advancement rights to their officers and directors. In this post-trial decision from the Court...more
Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024).
The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a...more
City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024).
The Delaware Supreme Court’s decision in Khan v. M & F Worldwide Corp. (“MFW”) established a cleansing process for a...more
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) -
It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more
6/21/2024
/ Aiding and Abetting ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Fiduciary Duty ,
Fraud ,
Merger Agreements ,
Mergers ,
Motion to Dismiss ,
Shareholder Litigation ,
Shareholders
RGIS International Transition Holdco LLC v. Retail Services WIS Corp., C.A. No. N21C-12-077 (Del. Super. February 13, 2024) -
Under Delaware law, a corporation generally cannot conspire with its own officers, directors, or...more
Whitestone REIT Operating Partnership L.P. v. Pillarstone Capital REIT, C.A. No. 2022-0607-LWW (Del. Ch. Jan. 25, 2024) -
In Delaware, the implied covenant of good faith and fair dealing is inherent in all contracts and...more
Segway Inc. v. Hong Cai, C.A. No. 2022-1110-LWW (Del. Ch. Ct. Dec. 14, 2023) -
The Caremark doctrine recognizes the duty of oversight for directors of Delaware corporations. Under In re McDonald's Corp. Stockholder...more
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
AECOM, et al. v. SCCI Nat’l Hldgs., Inc., C.A. No. 2022-0727-MTZ (Del. Ch. Sept. 27, 2023) -
Although the Court of Chancery frequently resolves contractual disputes, it grants contractual reformation only when...more